JBG SMITH Properties 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ ​ ​ TABLE OF CONTENTS ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) ​ 65 Consolidated Balance Sheets as of December 31, 2022 and 2021 ​ 68 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 ​ 69 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 ​ 70 Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 ​ 71 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 ​ 72 Notes to Consolidated Financial Statements ​ 74 ​ ​ ​ ​ 64 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Trustees of JBG SMITH Properties Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of JBG SMITH Properties and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Real Estate – Impairment Indicators - Refer to Note 2 to the consolidated financial statements Critical Audit Matter Description The Company has real estate which is required to be evaluated for impairment. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The Company evaluates real estate assets for impairment whenever there are changes in circumstances or indicators that the carrying amount of the asset may not be recoverable. These indicators may include declining operating 65 Table of Contents performance, below average occupancy, shortened anticipated holding periods, and other adverse changes. At December 31, 2022, the carrying value of the Company's real estate assets, net, was approximately $4.82 billion . Given the Company's evaluation of possible indications of impairment of real estate assets requires management to make significant judgments, including anticipated holding periods, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required an increased extent of effort and high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of real estate assets for possible indications of impairment included the following, among others: ● We tested the effectiveness of controls over management's review of impairment indicators, which include assessing possible circumstances that could indicate that the carrying amounts of real estate assets are not recoverable. ● We evaluated the reasonableness of management's judgments by: – Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific and/or market conditions. – Inquiring of management and reading business performance reports and board minutes to identify properties that should be evaluated for shortened anticipated holding periods. – Developing an expectation of assets for which impairment indicators are identified in management's analysis. Investments in Unconsolidated Real Estate Ventures - Refer to Notes 2 and 5 to the consolidated financial statements Critical Audit Matter Description The Company has investments in real estate ventures which are required to be evaluated for consolidation, including determining whether each entity is a variable interest entity ("VIE"). If it is determined that an entity is a VIE in which it has a variable interest, the Company assesses whether it is the primary beneficiary of the VIE to determine whether it should be consolidated. If it is determined that a real estate venture is not a VIE, then the determination as to whether the Company consolidates the entity is based on whether it has a controlling financial interest in the real estate venture, which is based on voting interests and the degree of influence the Company has over the real estate venture. In April 2022, the Company entered into an agreement to form a real estate venture (the "Venture") with affiliates of Fortress Investment Group, LLC to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $580 million comprising four commercial assets. The Company acquired a 33.5% equity interest in the Venture. The Venture was determined not to be a VIE and, therefore, was evaluated under the voting interest model, under which the Company determined it does not have a controlling financial interest and therefore does not consolidate the Venture. Given the complexities associated with accounting for the Company’s interest in the Venture, and the related management judgments to determine whether the Venture is a VIE or whether the Company has a controlling financial interest, performing audit procedures to evaluate these conclusions required an increased extent of audit effort, including the involvement of professionals in our firm having expertise in consolidation accounting. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s judgments to determine whether the Venture is a VIE and, if not, whether the Company has a controlling financial interest included the following, among others: ● We tested the effectiveness of the controls over management’s judgments to determine whether the Venture is a VIE and, if not, whether the Company’s has a controlling financial interest under the voting interest model. 66 Table of Contents ● We evaluated the appropriateness of the Company’s accounting conclusions upon formation of the Venture by: – With the assistance of professionals in our firm having expertise in consolidation accounting, reading the operating agreements and other related documents, including operating budgets and mortgage loan agreements, to evaluate the risks that the Venture was designed to pass onto its members and management’s conclusion that the Venture was not a VIE. – Performing corroborating management inquiries and inspecting relevant agreements, to understand the Venture’s voting interests and participating rights of the members, in order to evaluate the Company’s conclusion as to whether it has a controlling financial interest that should be consolidated. ​ /s/ Deloitte & Touche LLP McLean, Virginia February 21, 2023 We have served as the Company's auditor since 2016. ​ 67 Table of Contents JBG SMITH PROPERTIES Consolidated Balance Sheets (In thousands, except par value amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ASSETS ​ ​ Real estate, at cost: ​ ​ Land and improvements ​ $ 1,302,569 ​ $ 1,378,218 Buildings and improvements ​ 4,310,821 ​ 4,513,606 Construction in progress, including land ​ 544,692 ​ 344,652 ​ ​ 6,158,082 ​ 6,236,476 Less: accumulated depreciation ​ ( 1,335,000 ) ​ ( 1,368,003 ) Real estate, net ​ 4,823,082 ​ 4,868,473 Cash and cash equivalents ​ 241,098 ​ 264,356 Restricted cash ​ 32,975 ​ 37,739 Tenant and other receivables ​ 56,304 ​ 44,496 Deferred rent receivable ​ 170,824 ​ 192,265 Investments in unconsolidated real estate ventures ​ 299,881 ​ 462,885 Intangible assets, net ​ ​ 162,246 ​ ​ 201,956 Other assets, net ​ 117,028 ​ 240,160 Assets held for sale ​ — ​ 73,876 TOTAL ASSETS ​ $ 5,903,438 ​ $ 6,386,206 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ Liabilities: ​ ​ Mortgage loans, net ​ $ 1,890,174 ​ $ 1,777,699 Revolving credit facility ​ — ​ 300,000 Unsecured term loans, net ​ 547,072 ​ 398,664 Accounts payable and accrued expenses ​ 138,060 ​ 106,136 Other liabilities, net ​ 132,710 ​ 342,565 Total liabilities ​ 2,708,016 ​ 2,925,064 Commitments and contingencies ​ ​ Redeemable noncontrolling interests ​ 481,310 ​ 522,725 Shareholders' equity: ​ ​ Preferred shares, $ 0.01 par value - 200,000 shares authorized; none issued ​ — ​ — Common shares, $ 0.01 par value - 500,000 shares authorized; 114,013 and 127,378 shares issued and outstanding as of December 31, 2022 and 2021 ​ 1,141 ​ 1,275 Additional paid-in capital ​ 3,263,738 ​ 3,539,916 Accumulated deficit ​ ( 628,636 ) ​ ( 609,331 ) Accumulated other comprehensive income (loss) ​ 45,644 ​ ( 15,950 ) Total shareholders' equity of JBG SMITH Properties ​ 2,681,887 ​ 2,915,910 Noncontrolling interests ​ 32,225 ​ 22,507 Total equity ​ 2,714,112 ​ 2,938,417 TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ $ 5,903,438 ​ $ 6,386,206 ​ See accompanying notes to the consolidated financial statements. ​ 68 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Operations (In thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 REVENUE ​ ​ ​ ​ ​ Property rental ​ $ 491,738 ​ $ 499,586 ​ $ 458,958 Third-party real estate services, including reimbursements ​ 89,022 ​ 114,003 ​ 113,939 Other revenue ​ 25,064 ​ 20,773 ​ 29,826 Total revenue ​ 605,824 ​ 634,362 ​ 602,723 EXPENSES ​ ​ ​ ​ Depreciation and amortization ​ 213,771 ​ 236,303 ​ 221,756 Property operating ​ 150,004 ​ 150,638 ​ 145,625 Real estate taxes ​ 62,167 ​ 70,823 ​ 70,958 General and administrative: ​ ​ ​ ​ Corporate and other ​ 58,280 ​ 53,819 ​ 46,634 Third-party real estate services ​ 94,529 ​ 107,159 ​ 114,829 Share-based compensation related to Formation Transaction and special equity awards ​ 5,391 ​ 16,325 ​ 31,678 Transaction and other costs ​ 5,511 ​ 10,429 ​ 8,670 Total expenses ​ 589,653 ​ 645,496 ​ 640,150 OTHER INCOME (EXPENSE) ​ ​ ​ Loss from unconsolidated real estate ventures, net ​ ( 17,429 ) ​ ( 2,070 ) ​ ( 20,336 ) Interest and other income (loss), net ​ 18,617 ​ 8,835 ​ ( 625 ) Interest expense ​ ( 75,930 ) ​ ( 67,961 ) ​ ( 62,321 ) Gain on the sale of real estate, net ​ 161,894 ​ 11,290 ​ 59,477 Loss on the extinguishment of debt ​ ( 3,073 ) ​ — ​ ( 62 ) Impairment loss ​ ​ — ​ ​ ( 25,144 ) ​ ​ ( 10,232 ) Total other income (expense) ​ 84,079 ​ ( 75,050 ) ​ ( 34,099 ) INCOME (LOSS) BEFORE INCOME TAX (EXPENSE) BENEFIT ​ 100,250 ​ ( 86,184 ) ​ ​ ( 71,526 ) Income tax (expense) benefit ​ ( 1,264 ) ​ ( 3,541 ) ​ 4,265 NET INCOME (LOSS) ​ 98,986 ​ ( 89,725 ) ​ ( 67,261 ) Net (income) loss attributable to redeemable noncontrolling interests ​ ( 13,244 ) ​ 8,728 ​ 4,958 Net (income) loss attributable to noncontrolling interests ​ ( 371 ) ​ 1,740 ​ — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS ​ $ 85,371 ​ $ ( 79,257 ) ​ $ ( 62,303 ) EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED ​ $ 0.70 ​ $ ( 0.63 ) ​ $ ( 0.49 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED ​ 119,005 ​ 130,839 ​ 133,451 ​ See accompanying notes to the consolidated financial statements. ​ 69 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Comprehensive Income (Loss) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 NET INCOME (LOSS) ​ $ 98,986 ​ $ ( 89,725 ) ​ $ ( 67,261 ) OTHER COMPREHENSIVE INCOME (LOSS): ​ ​ ​ Change in fair value of derivative financial instruments ​ 67,576 ​ 11,326 ​ ( 38,137 ) Reclassification of net income on derivative financial instruments from accumulated other comprehensive income (loss) into interest expense ​ 2,574 ​ 15,378 ​ 11,912 Total other comprehensive income (loss) ​ 70,150 ​ 26,704 ​ ( 26,225 ) COMPREHENSIVE INCOME (LOSS) ​ 169,136 ​ ( 63,021 ) ​ ( 93,486 ) Net (income) loss attributable to redeemable noncontrolling interests ​ ( 13,244 ) ​ 8,728 ​ 4,958 Net (income) loss attributable to noncontrolling interests ​ ​ ( 371 ) ​ ​ 1,740 ​ ​ — Other comprehensive (income) loss attributable to redeemable noncontrolling interests ​ ( 8,411 ) ​ ( 2,675 ) ​ 2,990 Other comprehensive income attributable to noncontrolling interests ​ ​ ( 145 ) ​ ​ — ​ ​ — COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO JBG SMITH PROPERTIES ​ $ 146,965 ​ $ ( 55,228 ) ​ $ ( 85,538 ) ​ See accompanying notes to the consolidated financial statements. ​ 70 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Equity (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Paid-In ​ Accumulated Income Noncontrolling ​ Total ​ ​ Shares ​ Amount ​ Capital ​ Deficit (Loss) ​ Interests ​ Equity BALANCE AS OF DECEMBER 31, 2019 134,148 ​ ​ 1,342 ​ ​ 3,633,042 ​ ​ ( 231,164 ) ​ ​ ( 16,744 ) ​ ​ 201 ​ ​ 3,386,677 Net loss attributable to common shareholders and noncontrolling interests — ​ — ​ — ​ ( 62,303 ) ​ — ​ — ​ ​ ( 62,303 ) Conversion of common limited partnership units ("OP Units") to common shares 1,338 ​ 13 ​ 47,504 ​ — ​ — ​ — ​ ​ 47,517 Common shares repurchased ​ ( 3,776 ) ​ ​ ( 37 ) ​ ​ ( 104,737 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 104,774 ) Common shares issued pursuant to Employee Share Purchase Plan ("ESPP") ​ 68 ​ ​ 1 ​ ​ 2,241 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,242 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 119,477 ) ​ ​ — ​ ​ — ​ ​ ( 119,477 ) Distributions to noncontrolling interests — ​ — ​ — ​ — ​ — ​ ( 34 ) ​ ​ ( 34 ) Redeemable noncontrolling interests redemption value adjustment and other comprehensive loss allocation — ​ — ​ 79,593 ​ — ​ 2,990 ​ — ​ ​ 82,583 Other comprehensive loss — ​ — ​ — ​ — ​ ( 26,225 ) ​ — ​ ​ ( 26,225 ) BALANCE AS OF DECEMBER 31, 2020 131,778 ​ ​ 1,319 ​ ​ 3,657,643 ​ ​ ( 412,944 ) ​ ​ ( 39,979 ) ​ ​ 167 ​ ​ 3,206,206 Net loss attributable to common shareholders and noncontrolling interests ​ — ​ — ​ — ​ ( 79,257 ) ​ ​ — ​ ( 1,740 ) ​ ( 80,997 ) Conversion of OP Units to common shares ​ 906 ​ 9 ​ 29,625 ​ — ​ ​ — ​ — ​ 29,634 Common shares repurchased ​ ( 5,370 ) ​ ​ ( 54 ) ​ ​ ( 157,632 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 157,686 ) Common shares issued pursuant to employee incentive compensation plan and ESPP ​ 64 ​ ​ 1 ​ ​ 2,426 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,427 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 117,130 ) ​ ​ — ​ ​ — ​ ​ ( 117,130 ) Contributions from noncontrolling interests, net ​ — ​ — ​ — ​ — ​ ​ — ​ 24,080 ​ 24,080 Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation ​ — ​ — ​ 7,854 ​ — ​ ​ ( 2,675 ) ​ — ​ 5,179 Other comprehensive income ​ — ​ — ​ — ​ — ​ ​ 26,704 ​ — ​ 26,704 BALANCE AS OF DECEMBER 31, 2021 ​ 127,378 ​ ​ 1,275 ​ ​ 3,539,916 ​ ​ ( 609,331 ) ​ ​ ( 15,950 ) ​ ​ 22,507 ​ ​ 2,938,417 Net income attributable to common shareholders and noncontrolling interests ​ — ​ — ​ — ​ 85,371 ​ ​ — ​ 371 ​ 85,742 Conversion of OP Units to common shares ​ 701 ​ 7 ​ 16,697 ​ — ​ ​ — ​ — ​ 16,704 Common shares repurchased ​ ( 14,151 ) ​ ​ ( 142 ) ​ ​ ( 360,900 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 361,042 ) Common shares issued pursuant to employee incentive compensation plan and ESPP ​ 85 ​ ​ 1 ​ ​ 2,661 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,662 Dividends declared on common shares ($ 0.90 per common share) ​ — ​ ​ — ​ ​ — ​ ​ ( 104,676 ) ​ ​ — ​ ​ — ​ ​ ( 104,676 ) Contributions from noncontrolling interests, net ​ — ​ — ​ — ​ — ​ ​ — ​ 9,202 ​ 9,202 Redeemable noncontrolling interests redemption value adjustment and other comprehensive income allocation ​ — ​ — ​ 65,364 ​ — ​ ​ ( 8,411 ) ​ — ​ 56,953 Other comprehensive income ​ — ​ — ​ — ​ — ​ ​ 70,150 ​ — ​ 70,150 Other comprehensive income attributable to noncontrolling interests ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 145 ) ​ ​ 145 ​ ​ — BALANCE AS OF DECEMBER 31, 2022 ​ 114,013 ​ $ 1,141 ​ $ 3,263,738 ​ $ ( 628,636 ) ​ $ 45,644 ​ $ 32,225 ​ $ 2,714,112 ​ See accompanying notes to the consolidated financial statements . ​ 71 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Cash Flows (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 OPERATING ACTIVITIES: ​ ​ ​ Net income (loss) ​ $ 98,986 ​ $ ( 89,725 ) ​ $ ( 67,261 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ Share-based compensation expense ​ 41,272 ​ 51,551 ​ 66,051 Depreciation and amortization expense, including amortization of deferred financing costs ​ 217,841 ​ 240,454 ​ 225,597 Deferred rent ​ ( 23,602 ) ​ ( 21,964 ) ​ ( 20,084 ) Loss from unconsolidated real estate ventures, net ​ 17,429 ​ 2,070 ​ 20,336 Amortization of market lease intangibles, net ​ ( 1,127 ) ​ ( 1,189 ) ​ ( 442 ) Amortization of lease incentives ​ 7,734 ​ 7,973 ​ 6,603 Loss on the extinguishment of debt ​ 3,073 ​ — ​ 62 Impairment loss ​ ​ — ​ ​ 25,144 ​ ​ 10,232 Gain on the sale of real estate, net ​ ( 161,894 ) ​ ( 11,290 ) ​ ( 59,477 ) Loss on operating lease and other receivables ​ 2,160 ​ 2,595 ​ 25,805 Income from investments, net ​ ​ ( 14,488 ) ​ ​ ( 3,620 ) ​ ​ — Return on capital from unconsolidated real estate ventures ​ 11,407 ​ 15,912 ​ 4,302 Other non-cash items ​ ( 5,517 ) ​ ( 922 ) ​ 4,326 Changes in operating assets and liabilities: ​ ​ ​ ​ Tenant and other receivables ​ ( 13,154 ) ​ 8,812 ​ ( 9,231 ) Other assets, net ​ ( 10,737 ) ​ ( 12,780 ) ​ ( 11,075 ) Accounts payable and accrued expenses ​ ( 1,282 ) ​ 8,700 ​ 591 Other liabilities, net ​ 9,936 ​ ( 4,099 ) ​ ( 27,314 ) Net cash provided by operating activities ​ 178,037 ​ 217,622 ​ 169,021 INVESTING ACTIVITIES: ​ ​ ​ Development costs, construction in progress and real estate additions ​ ( 326,741 ) ​ ( 173,177 ) ​ ( 307,497 ) Acquisition of real estate ​ ( 65,302 ) ​ ( 208,342 ) ​ ( 45,688 ) Deposits for real estate and other acquisitions ​ — ​ — ​ ( 25,424 ) Proceeds from the sale of real estate ​ 928,908 ​ 14,370 ​ 154,493 Proceeds from the sale of investments ​ ​ 19,030 ​ ​ — ​ ​ — Distributions of capital from unconsolidated real estate ventures ​ 59,717 ​ 40,188 ​ 71,065 Investments in unconsolidated real estate ventures and other investments ​ ( 91,591 ) ​ ( 41,780 ) ​ ( 14,639 ) Net cash provided by (used in) investing activities ​ 524,021 ​ ( 368,741 ) ​ ( 167,690 ) FINANCING ACTIVITIES: ​ ​ ​ Borrowings under mortgage loans ​ 179,744 ​ 190,000 ​ 580,105 Borrowings under revolving credit facility ​ 100,000 ​ 300,000 ​ 500,000 Borrowings under unsecured term loans ​ 150,000 ​ — ​ 100,000 Repayments of mortgage loans ​ ( 270,676 ) ​ ( 5,611 ) ​ ( 104,083 ) Repayments of revolving credit facility ​ ( 400,000 ) ​ — ​ ( 700,000 ) Debt issuance and modification costs ​ ( 5,137 ) ​ ( 6,610 ) ​ ( 14,856 ) Redemption of partner's noncontrolling interest ​ ( 9,531 ) ​ — ​ ​ — Finance lease payments ​ — ​ ( 19,970 ) ​ ( 3,531 ) Proceeds from common shares issued pursuant to ESPP ​ 1,458 ​ 1,594 ​ 1,715 Common shares repurchased ​ ​ ( 361,042 ) ​ ​ ( 157,686 ) ​ ​ ( 104,774 ) Dividends paid to common shareholders ​ ( 107,688 ) ​ ( 118,115 ) ​ ( 120,011 ) Distributions to redeemable noncontrolling interests ​ ( 16,409 ) ​ ( 17,804 ) ​ ( 15,030 ) Distributions to noncontrolling interests ​ ​ ( 182 ) ​ ​ ( 46 ) ​ ​ ( 46 ) Contributions from noncontrolling interests ​ ​ 9,383 ​ ​ 24,126 ​ ​ — Net cash provided by (used in) financing activities ​ ( 730,080 ) ​ 189,878 ​ 119,489 Net (decrease) increase in cash and cash equivalents, and restricted cash ​ ( 28,022 ) ​ 38,759 ​ 120,820 Cash and cash equivalents, and restricted cash, beginning of period ​ 302,095 ​ 263,336 ​ 142,516 Cash and cash equivalents, and restricted cash, end of period ​ $ 274,073 ​ $ 302,095 ​ $ 263,336 ​ See accompanying notes to the consolidated financial statements. 72 Table of Contents JBG SMITH PROPERTIES Consolidated Statements of Cash Flows (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD: ​ ​ Cash and cash equivalents ​ $ 241,098 ​ $ 264,356 ​ $ 225,600 Restricted cash ​ 32,975 ​ 37,739 ​ 37,736 Cash and cash equivalents, and restricted cash ​ $ 274,073 ​ $ 302,095 ​ $ 263,336 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: ​ ​ Cash paid for interest (net of capitalized interest of $ 10,888 , $ 6,734 and $ 13,189 in 2022, 2021 and 2020) ​ $ 71,861 ​ $ 61,928 ​ $ 56,961 Accrued capital expenditures included in accounts payable and accrued expenses ​ 73,612 ​ 43,290 ​ 43,188 Write-off of fully depreciated assets ​ 19,794 ​ 61,123 ​ 30,798 Cash paid (received) for income taxes ​ 1,205 ​ 815 ​ ( 1,187 ) Deconsolidation of real estate asset ​ — ​ 26,476 ​ — Accrued dividends to common shareholders ​ 25,653 ​ 28,665 ​ 29,650 Accrued distributions to redeemable noncontrolling interests ​ 3,968 ​ 3,938 ​ 4,425 Conversion of OP Units to common shares ​ 16,704 ​ 29,634 ​ 47,517 Derecognition of operating lease right-of-use assets ​ ​ — ​ ​ ( 1,596 ) ​ ​ ( 13,151 ) Derecognition of liabilities related to operating lease right-of-use assets ​ ​ — ​ ​ ( 1,587 ) ​ ​ ( 13,151 ) (Derecognition) recognition of finance lease right-of-use assets ​ ( 179,668 ) ​ 139,507 ​ 42,354 (Derecognition) recognition of liabilities related to finance lease right-of-use assets ​ ( 163,586 ) ​ 141,574 ​ 40,684 Cash paid for amounts included in the measurement of lease liabilities for operating leases ​ 1,906 ​ 2,295 ​ 5,201 Deferred purchase price related to acquisition ​ ​ — ​ ​ — ​ ​ 19,479 ​ See accompanying notes to the consolidated financial statements . ​ 73 Table of Contents JBG SMITH PROPERTIES Notes to Consolidated Financial Statements 1. Organization and Basis of Presentation Organization JBG SMITH Properties ("JBG SMITH"), a Maryland real estate investment trust ("REIT"), owns and operates a portfolio of commercial and multifamily assets amenitized with ancillary retail. JBG SMITH's portfolio reflects its longstanding strategy of owning and operating assets within Metro-served submarkets in the Washington, D.C. metropolitan area with high barriers to entry and vibrant urban amenities. Approximately two-thirds of our portfolio is in National Landing, which is anchored by four key demand drivers: Amazon.com, Inc.'s ("Amazon") new headquarters, which is being developed by us; Virginia Tech's under-construction $ 1 billion Innovation Campus; the submarket’s proximity to the Pentagon; and our deployment of next-generation public and private 5G digital infrastructure. In addition, our third-party asset management and real estate services business provides fee-based real estate services to the Washington Housing Initiative ("WHI") Impact Pool, the legacy funds formerly organized by The JBG Companies ("JBG") (the "JBG Legacy Funds") and other third parties. Substantially all our assets are held by, and our operations are conducted through, JBG SMITH Properties LP ("JBG SMITH LP"), our operating partnership. As of December 31, 2022, JBG SMITH, as its sole general partner, controlled JBG SMITH LP and owned 88.3 % of its OP Units, after giving effect to the conversion of certain vested long-term incentive partnership units ("LTIP Units") that are convertible into OP Units. JBG SMITH is referred to herein as "we," "us," "our" or other similar terms. References to "our share" refer to our ownership percentage of consolidated and unconsolidated assets in real estate ventures, but exclude our: (i) 10.0 % subordinated interest in one commercial building, (ii) 33.5 % subordinated interest in four commercial buildings and (iii) 49.0 % interest in three commercial buildings, as well as the associated non-recourse mortgage loans, held through unconsolidated real estate ventures; these interests and debt are excluded because our investment in each real estate venture is zero, we do not anticipate receiving any near-term cash flow distributions from the real estate ventures and we have not guaranteed their obligations or otherwise committed to providing financial support. We were organized for the purpose of receiving, via the spin-off on July 17, 2017 (the "Separation"), substantially all of the assets and liabilities of Vornado Realty Trust's ("Vornado") Washington, D.C. segment. On July 18, 2017, we acquired the management business and certain assets and liabilities of JBG (the "Combination"). The Separation and the Combination are collectively referred to as the "Formation Transaction." As of December 31, 2022, our Operating Portfolio consisted of 51 operating assets comprising 31 commercial assets totaling 9.7 million square feet ( 8.4 million square feet at our share), 18 multifamily assets totaling 6,756 units ( 6,755 units at our share) and two wholly owned land assets for which we are the ground lessor. Additionally, we have two under-construction multifamily assets totaling 1,583 units ( 1,583 units at our share) and 20 assets in the development pipeline totaling 12.5 million square feet ( 9.7 million square feet at our share) of estimated potential development density. We derive our revenue primarily from leases with commercial and multifamily tenants, which include fixed and percentage rents, and reimbursements from tenants for certain expenses such as real estate taxes, property operating expenses, and repairs and maintenance. In addition, our third-party asset management and real estate services business provides fee-based real estate services. Only the U.S. federal government accounted for 10% or more of our rental revenue, which consists of property rental and other property revenue, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (Dollars in thousands) Rental revenue from the U.S. federal government ​ $ 75,516 ​ $ 83,256 ​ $ 84,086 ​ Percentage of commercial segment rental revenue ​ 23.7 % 22.8 % 24.3 % Percentage of rental revenue ​ 14.8 % 16.2 % 17.8 % ​ 74 Table of Contents Basis of Presentation The accompanying consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany transactions and balances have been eliminated. The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries and consolidated variable interest entities ("VIEs"), including JBG SMITH LP. See Note 6 for additional information on our VIEs. The portions of the equity and net income (loss) of consolidated entities that are not attributable to us are presented separately as amounts attributable to noncontrolling interests in our consolidated financial statements. Reclassification ​ Intangible assets totaling $ 202.0 million were reclassified from "Other assets, net" to "Intangible assets, net" in our balance sheet as of December 31, 2021 to present intangible assets separately from other assets, which is consistent with our current year presentation. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Asset Acquisitions We account for asset acquisitions, which includes the consolidation of previously unconsolidated real estate ventures, at cost, including transaction costs, plus the fair value of any assumed debt. We estimate the fair values of acquired tangible assets (consisting of real estate, tenant and other receivables, and other assets, as applicable), identified intangible assets and liabilities (consisting of in-place leases and above- and below-market leases, as applicable), assumed debt and other liabilities, and noncontrolling interests, as applicable, based on our evaluation of information and estimates available at the date of acquisition. Based on these estimates, we allocate the purchase price, including all transaction costs related to the acquisition and any contingent consideration, to the identified assets acquired and liabilities assumed based on their relative fair value. The results of operations of acquisitions are prospectively included in our consolidated financial statements beginning with the date of the acquisition. The fair values of buildings are determined using the "as-if vacant" approach whereby we use discounted cash flow models with inputs and assumptions that we believe are consistent with current market conditions for similar assets. The most significant assumptions in determining the allocation of the purchase price to buildings are the exit capitalization rate, discount rate, estimated market rents and hypothetical expected lease-up periods, when applicable. We assess the fair value of land based on market comparisons and development projects using an income approach of cost plus a margin. The fair values of identified intangible assets are determined based on the following: ● The value allocable to the above- or below-market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired lease) of the difference between: (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using market rates over the remaining term of the lease. Amounts allocated to above- market leases are recorded as lease intangible assets in "Intangible assets, net" in our consolidated balance sheets, and amounts allocated to below-market leases are recorded as lease intangible liabilities in "Other liabilities, net" in our consolidated balance sheets. These intangibles are amortized 75 Table of Contents to "Property rental revenue" in our consolidated statements of operations over the remaining terms of the respective leases; and ● Factors considered in determining the value allocable to in-place leases during hypothetical lease-up periods related to space that is leased at the time of acquisition include: (i) lost rent and operating cost recoveries during the hypothetical lease-up period and (ii) theoretical leasing commissions required to execute similar leases. These intangible assets are recorded as lease intangible assets in "Intangible assets, net" in our consolidated balance sheets and are amortized to "Depreciation and amortization expense" in our consolidated statements of operations over the remaining term of the existing lease. Real Estate Real estate is carried at cost, net of accumulated depreciation and amortization. Maintenance and repairs are expensed as incurred and are included in "Property operating expenses" in our consolidated statements of operations. As real estate is undergoing redevelopment activities, all property operating expenses directly associated with and attributable to the redevelopment, including interest expense, are capitalized to the extent that we believe such costs are recoverable through the value of the property. The capitalization period ends when the asset is ready for its intended use, but no later than one year from substantial completion of major construction activities, at which point the costs associated with a property are allocated to its various components. Depreciation and amortization expense require an estimate of the useful life of each property and improvement. Depreciation and amortization expense are recognized on a straight-line basis over estimated useful lives, which range from three to 40 years . Tenant improvements are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the tenant improvements. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income (loss) for the period. Construction in progress, including land, is carried at cost, and no depreciation is recorded. Real estate undergoing significant renovations and improvements is considered to be under development. All direct and indirect costs related to development activities are capitalized into "Construction in progress, including land" in our consolidated balance sheets, except for certain demolition costs, which are expensed as incurred. Direct development costs incurred include: pre-development expenditures directly related to a specific project, development and construction costs, interest, insurance and real estate taxes. Indirect development costs include: employee salaries and benefits, travel and other related costs that are directly associated with the development. Our method of calculating capitalized interest expense is based upon applying our weighted average borrowing rate to the actual accumulated expenditures if the property does not have property specific debt. If the property is encumbered by specific debt, we will capitalize both the interest incurred applicable to that debt and additional interest expense using our weighted average borrowing rate for any accumulated expenditures in excess of the principal balance of the debt encumbering the property. The capitalization of such expenses ceases when the real estate is ready for its intended use, but no later than one-year from substantial completion of major construction activities. Our real estate and related intangible assets are reviewed for impairment whenever there are changes in circumstances or indicators that the carrying amount of the assets may not be recoverable. These indicators may include declining operating performance, below average occupancy, shortened anticipated holding periods, costs in excess of budgets for under-construction assets and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Estimates of future cash flows are based on our current plans, anticipated holding periods and available market information at the time the analyses are prepared. Longer anticipated holding periods for real estate assets directly reduce the likelihood of recording an impairment loss. An impairment loss is recognized if the carrying amount of the asset is not recoverable and is measured based on the excess of the property's carrying amount over its estimated fair value. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) pending or executed agreements, (ii) market prices for comparable properties or (iii) the sum of discounted cash flows. If our estimates of future cash flows, anticipated holding periods, asset strategy or fair values change, based on market conditions, anticipated selling prices or other factors, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. Estimates of future cash flows are subjective and are based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. 76 Table of Contents Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a purchase date life to maturity of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. Restricted Cash Restricted cash consists primarily of proceeds from property dispositions held in escrow, security deposits held on behalf of our tenants and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements. Investments in Real Estate Ventures We analyze each real estate venture at acquisition, formation, after a change in the ownership agreement, after a change in the entity's economics or after any other reconsideration event to determine whether the entity is a VIE. An entity is a VIE because it is in the development stage and/or does not hold sufficient equity at risk, or conducts substantially all its operations on behalf of an investor with disproportionately few voting rights. If it is determined that an entity is a VIE in which we have a variable interest, we assess whether we are the primary beneficiary of the VIE to determine whether it should be consolidated. We will consolidate a VIE if we are the primary beneficiary of the VIE, which entails having the power to direct the activities that most significantly impact the VIE's economic performance. We are not the primary beneficiary of a VIE when we do not have voting control, lack the power to direct the activities that most significantly impact the entity's economic performance, or the limited partners (or non-managing members) have substantive participatory rights. If it is determined that the real estate venture is not a VIE, then the determination as to whether we consolidate is based on whether we have a controlling financial interest in the real estate venture, which is based on our voting interests and the degree of influence we have over the real estate venture. Management uses judgment when determining if we are the primary beneficiary of a VIE or have a controlling financial interest in a real estate venture determined not to be a VIE. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity's economic performance include voting rights, involvement in day-to-day capital and operating decisions, and the extent of our involvement in the entity. We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence but are not the primary beneficiary of a VIE or do not have a controlling financial interest in a real estate venture determined not to be a VIE. Significant influence is typically indicated through ownership of 20% or more of the voting interests. Under the equity method, we record our investments in these entities in "Investments in unconsolidated real estate ventures" in our consolidated balance sheets, and our proportionate share of earnings or losses earned by the real estate venture is recognized in "Loss from unconsolidated real estate ventures, net" in the accompanying consolidated statements of operations. We earn revenue from the management services we provide to unconsolidated real estate ventures. These fees are determined in accordance with the terms specific to each arrangement and may include property and asset management fees, or transactional fees for leasing, acquisition, development and construction, financing and legal services provided. We account for this revenue gross of our ownership interest in each respective real estate venture and recognize such revenue in "Third-party real estate services, including reimbursements" in our consolidated statements of operations when earned. Our proportionate share of related expenses is recognized in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. We may also earn incremental promote distributions if certain financial return benchmarks are achieved upon ultimate disposition of the underlying properties. Promote revenue is recognized when certain earnings events have occurred, and the amount of revenue is determinable and collectible. Any promote revenue is reflected in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. In the event our investment in a real estate venture is reduced to zero, and we are not obligated to provide for additional losses, have not guaranteed its obligations or otherwise committed to providing financial support, we will discontinue the equity method of accounting until such point that our share of net income equals the share of net losses not recognized during the period the equity method was suspended. 77 Table of Contents With regard to distributions from unconsolidated real estate ventures, we use the information that is available to us to determine the nature of the underlying activity that generated the distributions. Using the nature of distribution approach, cash flows generated from the operations of an unconsolidated real estate venture are classified as a return on investment (cash inflow from operating activities) and cash flows from property sales, debt refinancing or sales of our investments are classified as a return of investment (cash inflow from investing activities). On a periodic basis, we evaluate our investments in unconsolidated real estate ventures for impairment. An investment in a real estate venture is considered impaired if we determine that its fair value is less than the net carrying value of the investment in that real estate venture on an other-than-temporary basis. Cash flow projections for the investments consider property level factors such as expected future operating income, trends and prospects, anticipated holding periods, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the venture, our intent and ability to retain our investment in the real estate venture, financial condition and long-term prospects of the real estate venture and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment loss is recorded. If our analysis indicates that there is an other-than temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment. Intangibles Intangible assets primarily consist of: (i) in-place leases, below-market ground rent obligations, and above-market real estate leases that were recorded in connection with the acquisition of properties and (ii) management and leasing contracts and options to enter into ground leases that were acquired in the Combination. Intangible liabilities consist of above-market ground rent obligations and below-market real estate leases that are also recorded in connection with the acquisition of properties. Both intangible assets and liabilities are amortized and accreted using the straight-line method over their applicable remaining useful life. When a lease or contract is terminated early, any remaining unamortized or unaccreted balances are charged to earnings. The useful lives of intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life. Intangible assets also include the wireless spectrum licenses we acquired. While the licenses are issued for ten years , as long as we act within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal cost, which would be capitalized as part of the asset. Accordingly, we have concluded that the licenses are indefinite-lived intangible assets. Investments Investments in equity securities without readily determinable fair values are carried at cost. Investments in investment funds without readily determinable fair values that qualify for the net asset value ("NAV") practical expedient are carried at fair value based on their reported NAV. Investments in equity securities and investment funds are included in "Other assets, net" in our consolidated balance sheets. Realized and unrealized gains and losses are included in "Interest and other income (loss), net" in our consolidated statements of operations. Assets Held for Sale Assets, primarily consisting of real estate, are classified as held for sale when all the necessary criteria are met. The criteria include: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. Real estate held for sale is carried at the lower of carrying amounts or estimated fair value less disposal costs. Depreciation and amortization expense is not recognized on real estate classified as held for sale. 78 Table of Contents Deferred Costs Deferred leasing costs include direct and incremental costs incurred in the successful negotiation of leases, including leasing commissions and other costs, which are deferred and amortized on a straight-line basis over the corresponding lease term. Unamortized leasing costs are charged to expense upon the early termination of the lease. Deferred financing costs consist of loan issuance costs directly related to financing transactions that are deferred and amortized over the term of the related loan as a component of interest expense. Unamortized deferred financing costs related to our mortgage loans and unsecured term loans are presented as a direct deduction from the carrying amounts of the related debt instruments, while such costs related to our revolving credit facility are included in other assets. Noncontrolling Interests We identify our noncontrolling interests separately in our consolidated balance sheets. Amounts of consolidated net income (loss) attributable to redeemable noncontrolling interests and to the noncontrolling interests in consolidated subsidiaries are presented separately in our consolidated statements of operations. Redeemable Noncontrolling Interests - Redeemable noncontrolling interests primarily consists of OP Units issued in conjunction with the Formation Transaction and LTIP Units issued to employees. Redeemable noncontrolling interests are generally redeemable at the option of the holder for our common shares, or cash at our election, subject to certain limitations, and are presented in the mezzanine section between total liabilities and shareholders' equity in our consolidated balance sheets. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period, but no less than its initial carrying value, with such adjustments recognized in "Additional paid-in capital." See Note 12 for additional information. Noncontrolling Interests - Noncontrolling interests represents the portion of equity that we do not own in entities we consolidate, including interests in consolidated real estate ventures. Derivative Financial Instruments and Hedge Accounting Derivative financial instruments are used at times to manage exposure to variable interest rate risk. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Derivative Financial Instruments Designated as Effective Hedges - Certain derivative financial instruments, consisting of interest rate swap and cap agreements, are cash flow hedges that are designated as effective hedges, and are carried at their estimated fair value on a recurring basis. We assess the effectiveness of our hedges both at inception and on an ongoing basis. If the hedges are deemed to be effective, the fair value is recorded in "Accumulated other comprehensive income (loss)" in our consolidated balance sheets and is subsequently reclassified into "Interest expense" in our consolidated statements of operations in the period that the hedged forecasted transactions affect earnings. Our hedges become less than perfectly effective if the critical terms of the hedging instrument and the forecasted transactions do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and interest rates. In addition, we evaluate the default risk of the counterparty by monitoring the creditworthiness of the counterparty. Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in our consolidated statements of operations, or in our consolidated statements of comprehensive income (loss). Derivative Financial Instruments Designated as Ineffective Hedges - Certain derivative financial instruments, consisting of interest rate cap agreements, are cash flow hedges that are designated as ineffective hedges, and are carried at their estimated fair value on a recurring basis. Realized and unrealized gains are recorded in "Interest expense" in our consolidated statements of operations. 79 Table of Contents Fair Value of Assets and Liabilities Accounting Standards Codification ("ASC") 820 ("Topic 820"), Fair Value Measurement and Disclosures, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 — unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Investments that are valued using NAV as a practical expedient are excluded from the fair value hierarchy disclosures. Revenue Recognition We have leases with various tenants across our portfolio of properties, which generate rental income and operating cash flows for our benefit. Through these leases, we provide tenants with the right to control the use of our real estate, which tenants agree to use and control. The right to control our real estate conveys to our tenants substantially all of the economic benefits and the right to direct how and for what purpose the real estate is used throughout the period of use, thereby meeting the definition of a lease. Leases will be classified as either operating, sales-type or direct finance leases based on whether the lease is structured in effect as a financed purchase. Property rental revenue includes base rent each tenant pays in accordance with the terms of its respective lease and is reported on a straight-line basis over the non-cancellable term of the lease, which includes the effects of periodic step-ups in rent and rent abatements under the lease. When a renewal option is included within the lease, we assess whether the option is reasonably certain of being exercised against relevant economic factors to determine whether the option period should be included as part of the lease term. Further, property rental revenue includes tenant reimbursement revenue from the recovery of all or a portion of the operating expenses and real estate taxes of the respective assets. Tenant reimbursements, which vary each period, are non-lease components that are not the predominant activity within the contract. We have elected the practical expedient that allows us to combine certain lease and non-lease components of our operating leases. Non-lease components are recognized together with fixed base rent in "Property rental revenue," as variable lease income in the same periods as the related expenses are incurred. Certain commercial leases may also provide for the payment by the lessee of additional rents based on a percentage of sales, which are recorded as variable lease income in the period the additional rents are earned. We commence rental revenue recognition when the tenant takes possession of the leased space or controls the physical use of the leased space and when the leased space is substantially ready for its intended use. In circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of property rental revenue on a straight-line basis over the term of the lease commencing when the tenant takes possession of the space. Differences between rental revenue recognized and amounts due under the respective lease agreements are recorded as an increase or decrease to "Deferred rent receivable" in our consolidated balance sheets. Property rental revenue also includes the amortization or accretion of acquired above-and below-market leases. We periodically evaluate the collectability of amounts due from tenants and recognize an adjustment to property rental revenue for accounts receivable and deferred rent receivable if we conclude it is not probable we will collect the remaining lease payments under the lease agreements. Any changes to the provision for lease revenue determined to be not probable of collection are included in "Property rental revenue" in our consolidated statements of operations. We exercise judgment in assessing the probability of collection and consider payment history, current credit status and economic outlook in making this determination. 80 Table of Contents Third-party real estate services revenue, including reimbursements, includes property and asset management fees, and transactional fees for leasing, acquisition, development and construction, financing, and legal services. These fees are determined in accordance with the terms specific to each arrangement and are recognized as the related services are performed. Development fees are earned from providing services to third-party property owners and our unconsolidated real estate ventures. The performance obligations associated with our development services contracts are satisfied over time and we recognize our development fee revenue using a time-based measure of progress over the course of the development project due to the stand-ready nature of the promised services. The transaction prices for our performance obligations are variable based on the costs ultimately incurred to develop the underlying assets and are estimated based on their expected value. Our transaction prices, and the corresponding recognition of revenue, are constrained such that a significant reversal of revenue is not probable when the variability is subsequently resolved. Judgments impacting the timing and amount of revenue recognized from our development services contracts include the determination of the nature and number of performance obligations within a contract, estimates of total development project costs, from which the fees are typically derived, the application of a constraint to our transaction price and estimates of the period of time over which the development services are expected to be performed, which is the period over which the revenue is recognized. We recognize development fees earned from unconsolidated real estate venture projects to the extent of our venture partners' ownership interest. Third-Party Real Estate Services Expenses Third-party real estate services expenses include the costs associated with the management services provided to our unconsolidated real estate ventures and other third parties, including amounts paid to third-party contractors for construction projects that we manage. We allocate personnel and other overhead costs using estimates of the time spent performing services for our third-party real estate services and other allocation methodologies. Lessee Accounting We are obligated under non-cancellable operating and finance leases, including ground leases on certain of our properties with terms extending through the year 2027. When a renewal option is included within a lease, we assess whether the option is reasonably certain of being exercised against relevant economic factors to determine whether the option period should be included as part of the lease term. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the corresponding lease liability and right-of-use asset. Lease expense for our operating leases is recognized on a straight-line basis over the expected lease term and is included in our consolidated statements of operations in "Property operating expenses." Amortization of the right-of-use asset associated with a finance lease is recognized on a straight-line basis over the expected lease term and is included in our consolidated statements of operations in "Depreciation and amortization expense" with the related interest on our outstanding lease liability included in "Interest expense." Certain lease agreements include variable lease payments that, in the future, will vary based on changes in inflationary measures, market rates or our share of expenditures of the leased premises. Such variable payments are recognized in lease expense in the period in which the variability is determined. Certain lease agreements may also include various non-lease components that primarily relate to property operating expenses associated with our office leases, which also vary each period. We have elected the practical expedient which allows us to combine lease and non-lease components for our ground and office leases and recognize variable non-lease components in lease expense when incurred. We discount our future lease payments for each lease to calculate the related lease liability using an estimated incremental borrowing rate computed based on observable corporate borrowing rates reflective of the general economic environment, taking into consideration our creditworthiness and various financing and asset specific considerations, adjusted to approximate a secured borrowing for the lease term. We made a policy election to forgo recording right-of-use assets and the related lease liabilities for leases with initial terms of 12 months or less. Income Taxes We have elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those sections, a REIT which distributes at least 90% of its REIT taxable income as dividends to its 81 Table of Contents shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Prior to the Separation, Vornado operated as a REIT and distributed 100% of its REIT taxable income to its shareholders; accordingly, no provision for federal income taxes has been made in the accompanying consolidated financial statements for the periods prior to the Separation. We currently adhere and intend to continue to adhere to these requirements and to maintain our REIT status in future periods. As a REIT, we can reduce our taxable income by distributing all or a portion of such taxable income to shareholders. Future distributions will be declared and paid at the discretion of the Board of Trustees and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Code and such other factors as our Board of Trustees deems relevant. We also participate in the activities conducted by our subsidiary entities that have elected to be treated as taxable REIT subsidiaries ("TRS") under the Code. As such, we are subject to federal, state, and local taxes on the income from these activities. Income taxes attributable to our TRSs are accounted for under the asset and liability method. Under the asset and liability method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in our consolidated financial statements, which will result in taxable or deductible amounts in the future. We provide for a valuation allowance for deferred income tax assets if we believe all or some portion of the deferred tax asset may not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances that causes a change in the estimated ability to realize the related deferred tax asset is included in deferred tax benefit (expense). ASC 740 ("Topic 740"), Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in our consolidated financial statements. Topic 740 requires the evaluation of tax positions taken in the course of preparing our tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. Earnings (Loss) Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive. Share-Based Compensation The fair value of share-based compensation awards granted to our trustees, management or employees is determined, depending on the type of award, using the Monte Carlo or Black-Scholes methods, which is intended to estimate the fair value of the awards at the grant date using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies' historical data and post-vesting restriction periods. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The shortcut method is used for determining the expected life used in the valuation method. Compensation expense is based on the fair value of our common shares at the date of the grant and is recognized ratably over the vesting period using a graded vesting attribution model. Compensation expense for share-based compensation awards made to retirement eligible employees is recognized over a six-month period after the grant date or over the remaining period until they become retirement eligible. We account for forfeitures as they occur. Distributions paid on 82 Table of Contents unvested OP Units and LTIP Units are recorded to "Redeemable noncontrolling interests" in our consolidated balance sheets. Distributions paid on unvested Restricted Share Units ("RSUs") are recorded to "Additional paid-in capital" in our consolidated balance sheets. Recent Accounting Pronouncements Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform ("Topic 848"), which was amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected through December 31, 2024 as reference rate reform activities occur. During the year ended December 31, 2022, we elected to apply the hedge accounting expedients that allows us to (i) continue to amortize previously deferred gains and losses in accumulated other comprehensive income (loss) related to terminated hedges into earnings in accordance with the underlying hedged forecasted transactions, (ii) modify loan agreements to replace the reference rate without treating the change as a contract modification and (iii) modify the reference rate of the hedging instruments without it being considered a change in critical terms requiring redesignation. We have elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future London Interbank Offered Rate ("LIBOR") indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the past presentation of our derivatives. 3. Acquisitions, Dispositions and Assets Held for Sale Acquisitions In October 2022, we acquired the remaining 50.0 % ownership interest in 8001 Woodmont, a 322 -unit multifamily asset in Bethesda, Maryland previously owned by an unconsolidated real estate venture, for a purchase price of $ 115.0 million, including the assumption of the $ 51.9 million mortgage loan at our share. The asset was encumbered by a $ 103.8 million mortgage loan and was consolidated as of the date of acquisition. We recorded our investment in the asset at the carryover basis for our previously held equity investment plus the incremental cash consideration paid to acquire our partner's interest. In August 2022, we acquired the remaining 36.0 % ownership interest in Atlantic Plumbing, a 310 -unit multifamily asset in Washington, D.C. previously owned by an unconsolidated real estate venture, which was encumbered by a $ 100.0 million mortgage loan, for a purchase price of $ 19.7 million and our partner’s share of the working capital. The mortgage loan was repaid in August 2022. Atlantic Plumbing was consolidated as of the date of acquisition. We recorded our investment in the asset at the carryover basis for our previously held equity investment plus the incremental cash consideration paid to acquire our partner's interest. In November 2021, we acquired The Batley, a 432 -unit multifamily asset in the Union Market submarket of Washington, D.C., for $ 205.3 million, exclusive of $ 3.1 million of transaction costs that were capitalized as part of the acquisition. We used The Batley as a replacement property in a like-kind exchange for the sale of Pen Place, which closed during the second quarter of 2022. See Note 6 for additional information. In December 2020, we acquired a 1.4 -acre development parcel in National Landing formerly occupied by the Americana Hotel and three other parcels for an aggregate total of $ 65.0 million, exclusive of $ 688,000 of transaction costs that were capitalized as part of the acquisition. Of the total purchase price, $ 47.3 million was allocated to the former Americana Hotel site, of which $ 20.0 million was deferred and $ 17.7 million was allocated to the other three parcels. The former Americana Hotel site has the potential to accommodate up to approximately 550,000 square feet of new development density and is located directly across the street from Amazon's future headquarters. 83 Table of Contents Dispositions The following is a summary of activity for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Gross ​ Cash ​ on the Sale ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Sales ​ Proceeds ​ of Real Date Disposed Assets Segment Location Feet Price from Sale Estate ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) March 28, 2022 ​ Development Parcel ​ Other ​ Arlington, Virginia ​ — ​ $ 3,250 ​ $ 3,149 ​ $ ( 136 ) April 1, 2022 ​ Universal Buildings (1) ​ Commercial ​ Washington, D.C. ​ 659 ​ ​ 228,000 ​ ​ 194,737 ​ ​ 41,245 April 13, 2022 7200 Wisconsin Avenue, 1730 M Street, RTC-West and Courthouse Plaza 1 and 2 (2) Commercial/ Other Bethesda, Maryland, Washington, D.C., Reston, Virginia, Arlington, Virginia 2,944 ​ ​ 580,000 ​ 527,694 ​ ​ ( 4,047 ) May 25, 2022 ​ Pen Place (3) ​ Other ​ Arlington, Virginia ​ 2,082 ​ ​ 198,000 ​ ​ 197,528 ​ ​ 121,502 December 23, 2022 ​ Land Option (3) ​ Other ​ Washington, D.C. ​ 206 ​ ​ 6,150 ​ ​ 5,800 ​ ​ 3,330 ​ ​ ​ ​ ​ ​ ​ 5,891 ​ $ 1,015,400 ​ $ 928,908 ​ $ 161,894 (1) Cash proceeds from sale excludes a lease termination fee of $ 24.3 million received during the first quarter of 2022. (2) Assets were sold to an unconsolidated real estate venture. See Note 5 for additional information. "RTC-West" refers to RTC-West, RTC-West Trophy Office and RTC-West Land. Total square feet include 1.4 million square feet of estimated potential development density. In April 2022, $ 164.8 million of mortgage loans related to 1730 M Street and RTC-West were repaid. (3) Total square feet represents estimated or approved potential development density. In April 2021, we invested cash in and contributed land to two real estate ventures and recognized an $ 11.3 million gain on the disposition of land, which is included in "Gain on sale of real estate, net" in our consolidated statement of operations for the year ended December 31, 2021. See Note 5 for additional information. In January 2020, we sold Metropolitan Park for $ 155.0 million and recognized a $ 59.5 million gain, which is included in "Gain on sale of real estate, net" in our consolidated statement of operations for the year ended December 31, 2020. See Note 5 for additional information related to the sale of assets by our unconsolidated real estate ventures. Assets Held for Sale There were no assets held for sale as of December 31, 2022. The following is a summary of assets held for sale as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Assets Held Assets Segment Location Square Feet for Sale ​ ​ ​ ​ ​ ​ (In thousands) Pen Place (1) ​ Other ​ Arlington, Virginia ​ 2,082 ​ $ 73,876 (1) Sold to Amazon in May 2022. Total square feet represents estimated or approved potential development density. 84 Table of Contents 4. Tenant and Other Receivables The following is a summary of tenant and other receivables: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Tenants ​ $ 36,271 ​ $ 31,504 Third-party real estate services ​ 14,177 ​ 12,563 Other ​ 5,856 ​ 429 Total tenant and other receivables ​ $ 56,304 ​ $ 44,496 ​ ​ 5. Investments in Unconsolidated Real Estate Ventures The following is a summary of the composition of our investments in unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ ​ ​ Ownership ​ December 31, Real Estate Venture Partners Interest (1) 2022 2021 ​ ​ ​ ​ (In thousands) Prudential Global Investment Management 50.0 % ​ $ 203,529 ​ $ 208,421 J.P. Morgan Global Alternatives ("J.P. Morgan") (2) ​ 50.0 % ​ ​ 64,803 ​ ​ 52,769 Landmark Partners ("Landmark") 18.0 % - 49.0 % ​ 4,809 ​ 28,298 CBREI Venture (3) 9.9 % - 10.0 % ​ 12,516 ​ 57,812 Canadian Pension Plan Investment Board ("CPPIB") (4) (5) 55.0 % ​ — ​ 48,498 Berkshire Group (6) ── ​ — ​ ​ 52,770 Brandywine Realty Trust 30.0 % ​ 13,678 ​ 13,693 Other ​ ​ 546 ​ ​ 624 Total investments in unconsolidated real estate ventures (7) ​ ​ ​ $ 299,881 ​ $ 462,885 (1) Reflects our effective ownership interests in the underlying real estate as of December 31, 2022. We have multiple investments with certain venture partners with varying ownership interests in the underlying real estate. (2) J.P. Morgan is the advisor for an institutional investor. (3) In August 2022, we acquired the remaining 36.0 % ownership interest in Atlantic Plumbing, an asset previously owned by the venture. See Note 3 for additional information. (4) Our effective ownership interest reflects an investment in the real estate venture that owns 1101 17 th Street for which we have a zero investment balance and discontinued applying the equity method of accounting since June 30, 2018. We will recognize as income any future distributions from the venture until our share of unrecorded earnings and contributions exceeds the cumulative excess distributions previously recognized in income. (5) In June 2022, the venture sold its interest in 1900 N Street. (6) In October 2022, we acquired the remaining 50.0 % ownership interest in 8001 Woodmont, an asset previously owned by the venture. See Note 3 for additional information. (7) As of December 31, 2022 and 2021, our total investments in unconsolidated real estate ventures were greater than our share of the net book value of the underlying assets by $ 8.9 million and $ 18.6 million, resulting principally from capitalized interest and our zero investment balance in certain real estate ventures. We provide leasing, property management and other real estate services to our unconsolidated real estate ventures. We recognized revenue, including expense reimbursements, of $ 24.0 million, $ 23.7 million and $ 25.5 million for each of the three years in the period ended December 31, 2022, for such services. We evaluate reconsideration events as we become aware of them. Reconsideration events include, among other criteria, amendments to real estate venture agreements or changes in the capital requirements of the real estate venture. A reconsideration event could cause us to consolidate an unconsolidated real estate venture or deconsolidate a consolidated entity. 85 Table of Contents The following is a summary of disposition activity by our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgage ​ Proportionate ​ ​ Real Estate ​ ​ ​ ​ ​ Gross ​ Loans ​ Share of ​ ​ Venture ​ ​ ​ Ownership ​ Sales ​ Repaid by ​ Aggregate Date Disposed Partner ​ Assets ​ Percentage Price ​ Venture ​ Gain (Loss) (1) ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) Year Ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 27, 2022 Landmark ​ The Alaire, The Terano and 12511 Parklawn Drive ​ 1.8 % - 18.0 % $ 137,500 ​ $ 79,829 ​ $ 5,243 May 10, 2022 ​ Landmark ​ Galvan ​ 1.8 % ​ ​ 152,500 ​ ​ 89,500 ​ ​ 407 June 1, 2022 ​ CPPIB ​ 1900 N Street ​ 55.0 % ​ ​ 265,000 ​ ​ 151,709 ​ ​ 529 December 15, 2022 ​ CBREI Venture ​ The Gale Eckington ​ 5.0 % ​ ​ 215,550 ​ ​ 110,813 ​ ​ 618 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 6,797 Year Ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 3, 2021 CBREI Venture ​ Fairway Apartments/Fairway Land ​ 10.0 % $ 93,000 ​ $ 45,343 ​ $ 2,094 May 19, 2021 ​ Landmark ​ Courthouse Metro Land/Courthouse Metro Land – Option ​ 18.0 % ​ ​ 3,000 ​ ​ — ​ ​ 2,352 May 27, 2021 ​ Landmark ​ 5615 Fishers Lane ​ 18.0 % ​ ​ 6,500 ​ ​ — ​ ​ 743 September 17, 2021 ​ Landmark ​ 500 L'Enfant Plaza ​ 49.0 % ​ ​ 166,500 ​ ​ 80,000 ​ ​ 23,137 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 28,326 Year Ended December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 5, 2020 ​ Landmark ​ 11333 Woodglen Drive/NoBe II Land/Woodglen ​ 18.0 % ​ $ 17,750 ​ $ 12,213 ​ $ ( 2,952 ) October 28, 2020 ​ CBREI Venture ​ Pickett Industrial Park ​ 10.0 % ​ ​ 46,250 ​ ​ 23,572 ​ ​ 800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 2,152 ) (1) Included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. Fortress Investment Group LLC ("Fortress") In April 2022, we formed an unconsolidated real estate venture with affiliates of Fortress to recapitalize a 1.6 million square foot office portfolio and land parcels for a gross sales price of $ 580.0 million comprising four wholly owned commercial assets (7200 Wisconsin Avenue, 1730 M Street, RTC-West and Courthouse Plaza 1 and 2). Additionally, we contributed $ 66.1 million in cash for a 33.5 % interest in the venture, while Fortress contributed $ 131.0 million in cash for a 66.5 % interest in the venture. In connection with the transaction, the venture obtained mortgage loans totaling $ 458.0 million secured by the properties, of which $ 402.0 million was drawn at closing. We provide asset management, property management and leasing services to the venture. Because our interest in the venture is subordinated to a 15 % preferred return to Fortress, we do not anticipate receiving any near-term cash flow distributions from it. Per the terms of the venture agreement, we determined the venture was not a VIE and we do not have a controlling financial interest in the venture. As of the transaction date, our investment in the venture was zero , and we have discontinued applying the equity method of accounting as we have not guaranteed its obligations or otherwise committed to providing financial support. Landmark In connection with the preparation and review of the third quarter 2022 financial statements and 2021 annual financial statements, impairment losses of $ 15.4 million and $ 23.9 million on the L'Enfant Plaza assets were included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations for the years ended December 31, 2022 and 2021. As of December 31, 2022, our investment in the L'Enfant Plaza assets was zero , and we have discontinued applying the equity method of accounting on these assets after September 30, 2022 as we have not guaranteed their obligations or otherwise committed to providing financial support. 86 Table of Contents In connection with the preparation and review of the 2022 annual financial statements, an impairment loss of $ 3.9 million on the Rosslyn Gateway assets was included in "Loss from unconsolidated real estate ventures, net" in our consolidated statement of operations for the year ended December 31, 2022. JP Morgan In April 2021, we entered into two real estate ventures with an institutional investor advised by J.P. Morgan, in which we have 50 % ownership interests, to design, develop, manage and own 2.0 million square feet of new mixed-use development located in Potomac Yard, the southern portion of National Landing. Our venture partner contributed a land site that is entitled for 1.3 million square feet of development at Potomac Yard Landbay F, while we contributed cash and adjacent land with over 700,000 square feet of estimated development capacity at Potomac Yard Landbay G. We will also act as pre-developer, developer, property manager and leasing agent for all future commercial and residential properties on the site. We have determined the ventures are VIEs, but we are not the primary beneficiary of the VIEs and, accordingly, we have not consolidated either venture. We recognized an $ 11.3 million gain on the land contributed to one of the real estate ventures based on the cash received and the remeasurement of our retained interest in the asset, which was included in "Gain on sale of real estate, net" in our consolidated statement of operations for the year ended December 31, 2021. As part of the transaction, our venture partner elected to accelerate the monetization of a 2013 promote interest in the land contributed by it to the ventures. During the second quarter of 2021, the total amount of the promote paid was $ 17.5 million, of which $ 4.2 million was paid to certain of our non-employee trustees and certain of our executives. Pacific Life Insurance Company ("PacLife") During the second quarter of 2020, we determined that our investment in the venture that owned The Marriott Wardman Park hotel was impaired due to a decline in the fair value of the underlying asset and recorded an impairment loss of $ 6.5 million, which reduced the net book value of our investment to zero , and we suspended equity loss recognition for the venture after June 30, 2020. On October 1, 2020, we transferred our interest in this venture to PacLife. The following is a summary of the debt of our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average Effective ​ December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Variable rate (2) 6.45 % ​ $ 184,099 ​ $ 785,369 Fixed rate (3) 4.13 % ​ 60,000 ​ 309,813 Mortgage loans (4) ​ ​ ​ 244,099 ​ 1,095,182 Unamortized deferred financing costs ​ ​ ​ ( 411 ) ​ ( 5,239 ) Mortgage loans, net (4) (5) ​ ​ ​ $ 243,688 ​ $ 1,089,943 (1) Weighted average effective interest rate as of December 31, 2022. (2) Includes variable rate mortgage loans with interest rate cap agreements. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements. (4) Excludes mortgage loans related to the L'Enfant Plaza assets and the unconsolidated real estate venture with Fortress. (5) See Note 20 for additional information on guarantees related to our unconsolidated real estate ventures. 87 Table of Contents The following is a summary of the financial information for our unconsolidated real estate ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ (In thousands) Combined balance sheet information: (1) ​ ​ ​ ​ ​ ​ Real estate, net ​ $ 888,379 ​ $ 2,116,290 Other assets, net ​ 160,015 ​ 264,397 Total assets ​ $ 1,048,394 ​ $ 2,380,687 ​ ​ ​ ​ ​ ​ ​ Mortgage loans, net ​ $ 243,688 ​ $ 1,089,943 Other liabilities, net ​ 54,639 ​ 118,752 Total liabilities ​ 298,327 ​ 1,208,695 Total equity ​ 750,067 ​ 1,171,992 Total liabilities and equity ​ $ 1,048,394 ​ $ 2,380,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Combined income statement information: (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 143,665 ​ $ 187,252 ​ $ 203,456 Operating income (loss) (2) ​ 91,473 ​ 48,214 ​ ( 21,639 ) Net income (loss) (2) ​ 59,215 ​ 16,051 ​ ( 65,756 ) (1) Excludes information related to the unconsolidated real estate venture with Fortress. Excludes information related to the L'Enfant Plaza assets as of December 31, 2022 and for the fourth quarter of 2022. Also, excludes information related to the venture that owned The Marriott Wardman Park hotel for the second half of 2020 as we discontinued applying the equity method of accounting . On October 1, 2020, we transferred our interest in this venture to our venture partner. (2) Includes the gain (loss) from the sale of various assets totaling $ 114.9 million, $ 85.5 million and ( $ 8.4 million) for each of the three years in the period ended December 31, 2022. Includes impairment losses of $ 37.7 million and $ 48.7 million for the years ended December 31, 2022 and 2021. 6. Variable Interest Entities Unconsolidated VIEs As of December 31, 2022 and 2021, we had interests in entities deemed to be VIEs. Although we may be responsible for managing the day-to-day operations of these investees, we are not the primary beneficiary of these VIEs, as we do not hold unilateral power over activities that, when taken together, most significantly impact the respective VIE's economic performance. We account for our investment in these entities under the equity method. As of December 31, 2022 and 2021, the net carrying amounts of our investment in these entities were $ 83.2 million and $ 145.2 million, which were included in "Investments in unconsolidated real estate ventures" in our consolidated balance sheets. Our equity in the income of unconsolidated VIEs is included in "Loss from unconsolidated real estate ventures, net" in our consolidated statements of operations. Our maximum loss exposure in these entities is limited to our investments, construction commitments and debt guarantees. See Note 20 for additional information. Consolidated VIEs JBG SMITH LP is our most significant consolidated VIE. We hold 88.3 % of the limited partnership interest in JBG SMITH LP, act as the general partner and exercise full responsibility, discretion and control over its day-to-day management. The noncontrolling interests of JBG SMITH LP do not have substantive liquidation rights, substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interest limited partners (including by such a limited partner unilaterally). Because the noncontrolling interest holders do 88 Table of Contents not have these rights, JBG SMITH LP is a VIE. As general partner, we have the power to direct the activities of JBG SMITH LP that most significantly affect its economic performance, and through our majority interest, we have both the right to receive benefits from and the obligation to absorb losses of JBG SMITH LP. Accordingly, we are the primary beneficiary of JBG SMITH LP and consolidate it in our financial statements. Because we conduct our business through JBG SMITH LP, its total assets and liabilities comprise substantially all of our consolidated assets and liabilities. In conjunction with the acquisition of The Batley in November 2021, we entered into an agreement with a qualified intermediary to facilitate a like-kind exchange. As a result, the qualified intermediary was the legal owner of the entity that owned this property as of December 31, 2021. We determined that the entity that owned the Batley was a VIE, and we were the primary beneficiary of the VIE. We consolidated the property and its operations as of the acquisition date. Legal ownership of this entity was transferred to us by the qualified intermediary when the like-kind exchange agreement was completed with the sale of Pen Place in May 2022. In March 2021, we leased the land underlying 1900 Crystal Drive located in National Landing to a lessee, which is constructing an 808 -unit multifamily asset comprising two towers with ground floor retail. The ground lessee has engaged us to be the development manager for the construction of 1900 Crystal Drive, and separately, we are the lessee in a master lease of the asset. We have an option to acquire the asset until a specified period after completion. The ground lessee invested $ 17.5 million of equity funding, and we are obligated to provide additional project funding through a mezzanine loan to the ground lessee estimated at $ 104.8 million, of which $ 96.7 million has been funded as of December 31, 2022. In December 2021, we leased the land underlying 2000 South Bell Street and 2001 South Bell Street ("2000/2001 South Bell Street") located in National Landing to a lessee, which is constructing a 775 -unit multifamily asset comprising two towers with ground floor retail. The ground lessee has engaged us to be the development manager for the construction of 2000/2001 South Bell Street, and separately, we are the lessee in a master lease of the asset. We have an option to acquire the asset until a specified period after completion. The ground lessee invested $ 16.0 million of equity funding, and we are obligated to provide additional project funding through a mezzanine loan to the ground lessee, estimated at $ 96.2 million, of which $ 31.6 million has been funded as of December 31, 2022. We determined that 1900 Crystal Drive and 2000/2001 South Bell Street are VIEs and that we are the primary beneficiary of the VIEs. Accordingly, we consolidate the VIEs with the lessee's ownership interest shown as "Noncontrolling interests" in our consolidated balance sheets. The aforementioned ground leases, mezzanine loans and master leases are eliminated in consolidation. As of December 31, 2022, excluding JBG SMITH LP, we consolidated two VIEs (1900 Crystal Drive and 2000/2001 South Bell Street) with total assets of $ 265.5 million and liabilities of $ 116.3 million, primarily consisting of construction in process and mortgage loans. As of December 31, 2021, excluding JBG SMITH LP, we consolidated three VIEs (1900 Crystal Drive, 2000/2001 South Bell Street and The Batley) with total assets of $ 269.7 million and liabilities of $ 13.9 million. The assets of the VIEs can only be used to settle the obligations of the VIEs, and the liabilities include third-party liabilities of the VIEs for which the creditors or beneficial interest holders do not have recourse against us. 89 Table of Contents 7. Intangible Assets, Net The following is a summary of the intangible assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ Gross Accumulated Amortization ​ Net ​ Gross Accumulated Amortization ​ Net ​ ​ (In thousands) Deferred leasing costs ​ $ 182,609 ​ $ ( 88,540 ) ​ $ 94,069 ​ $ 219,751 ​ $ ( 95,009 ) ​ $ 124,742 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In-place leases ​ ​ 22,449 ​ ​ ( 12,390 ) ​ ​ 10,059 ​ ​ 27,793 ​ ​ ( 15,241 ) ​ ​ 12,552 Above-market real estate leases ​ 6,110 ​ ( 4,564 ) ​ 1,546 ​ 6,585 ​ ( 4,401 ) ​ 2,184 ​ ​ ​ 28,559 ​ ​ ( 16,954 ) ​ ​ 11,605 ​ ​ 34,378 ​ ​ ( 19,642 ) ​ ​ 14,736 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other identified intangible assets: ​ ​ ​ ​ ​ ​ Wireless spectrum licenses ​ ​ 25,780 ​ ​ — ​ ​ 25,780 ​ ​ 25,780 ​ ​ — ​ ​ 25,780 Option to enter into ground lease ​ ​ 17,090 ​ ​ — ​ ​ 17,090 ​ ​ 17,090 ​ ​ — ​ ​ 17,090 Management and leasing contracts ​ 45,900 ​ ( 32,198 ) ​ 13,702 ​ 45,900 ​ ( 26,292 ) ​ 19,608 ​ ​ ​ 88,770 ​ ​ ( 32,198 ) ​ ​ 56,572 ​ ​ 88,770 ​ ​ ( 26,292 ) ​ ​ 62,478 Total intangible assets, net ​ $ 299,938 ​ $ ( 137,692 ) ​ $ 162,246 ​ $ 342,899 ​ $ ( 140,943 ) ​ $ 201,956 ​ The following is a summary of amortization expense related to lease and other identified intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (In thousands) In-place lease amortization (1) ​ $ 8,594 ​ $ 4,171 ​ $ 5,695 Above-market real estate lease amortization (2) ​ 738 ​ 1,032 ​ 1,582 Management and leasing contract amortization (1) ​ 5,905 ​ 5,905 ​ 6,002 Other amortization ​ — ​ — ​ 16 Total amortization expense related to lease and other identified intangible assets ​ $ 15,237 ​ $ 11,108 ​ $ 13,295 (1) Amounts are included in "Depreciation and amortization expense" in our consolidated statements of operations. (2) Amounts are included in "Property rental revenue" in our consolidated statements of operations. The following is a summary of the estimated amortization related to lease and other identified intangible assets for the next five years and thereafter as of December 31, 2022: ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 11,206 2024 ​ 7,481 2025 ​ 3,253 2026 ​ 1,034 2027 ​ 575 Thereafter ​ 1,758 Total (1) ​ $ 25,307 (1) Estimated amortization related to the option to enter into ground lease is excluded from the amortization table above as the ground lease does not have a definite start date . Additionally, the wireless spectrum licenses are excluded from the amortization table as they are indefinite-lived intangible assets. 90 Table of Contents 8. Other Assets, Net The following is a summary of other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Prepaid expenses ​ $ 16,440 ​ $ 17,104 Derivative agreements, at fair value ​ ​ 61,622 ​ ​ 951 Deferred financing costs, net ​ 5,516 ​ 11,436 Deposits ​ 483 ​ 1,938 Operating lease right-of-use assets ​ ​ 1,383 ​ ​ 1,660 Finance lease right-of-use assets (1) ​ ​ — ​ ​ 180,956 Investments in funds (2) ​ ​ 16,748 ​ ​ 9,840 Other investments (3) ​ ​ 3,524 ​ ​ 8,869 Other ​ 11,312 ​ 7,406 Total other assets, net ​ $ 117,028 ​ $ 240,160 (1) Represents assets related to finance ground leases at 1730 M Street and Courthouse Plaza 1 and 2, which were sold to an unconsolidated real estate venture in April 2022. (2) Consists of investments in real estate focused technology companies, which are recorded at their fair value based on their reported net asset value. During the years ended December 31, 2022 and 2021, unrealized gains totaled $ 2.1 million and $ 4.6 million related to these investments, which are included in "Interest and other income (loss), net" in our consolidated statements of operations. During the year ended December 31, 2022, realized losses related to these investments were $ 1.2 million. (3) Primarily consists of equity investments that are carried at cost. During the years ended December 31, 2022 and 2021, realized gains (losses) totaled $ 13.5 million and ($ 1.0 ) million related to these investments, which are included in "Interest and other income (loss), net" in our consolidated statements of operations. 9. Debt Mortgage Loans The following is a summary of mortgage loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ December 31, ​ Interest Rate (1) 2022 2021 ​ ​ ​ ​ (In thousands) Variable rate (2) 5.21 % ​ $ 892,268 ​ $ 867,246 Fixed rate (3) 4.44 % ​ 1,009,607 ​ 921,013 Mortgage loans ​ ​ ​ 1,901,875 ​ 1,788,259 Unamortized deferred financing costs and premium / discount, net (4) ​ ​ ​ ( 11,701 ) ​ ( 10,560 ) Mortgage loans, net ​ ​ ​ $ 1,890,174 ​ $ 1,777,699 (1) Weighted average effective interest rate as of December 31, 2022. (2) Includes variable rate mortgage loans with interest rate cap agreements. For mortgage loans with interest rate caps, the weighted average interest rate cap strike is 2.64 % , and the weighted average maturity date of the interest rate caps is September 27, 2023. The interest rate cap strike is exclusive of the credit spreads associated with the mortgage loans. As of December 31, 2022, one-month LIBOR was 4.39 % and one-month term Secured Overnight Financing Rate ("SOFR") was 4.36 % , as applicable. (3) Includes variable rate mortgage loans with interest rates fixed by interest rate swap agreements . (4) As of December 31, 2022 and 2021, excludes $ 2.2 million and $ 6.4 million of net deferred financing costs related to unfunded mortgage loans that were included in "Other assets, net." As of December 31, 2022 and 2021, the net carrying value of real estate collateralizing our mortgage loans totaled $ 2.2 billion and $ 1.8 billion. Our mortgage loans contain covenants that limit our ability to incur additional indebtedness on 91 Table of Contents these properties and, in certain circumstances, require lender approval of tenant leases and/or yield maintenance upon repayment prior to maturity. Certain mortgage loans are recourse to us. See Note 20 for additional information. In August 2022, we entered into a mortgage loan with a principal balance of $ 97.5 million collateralized by WestEnd25. The mortgage loan has a seven-year term and an interest rate of SOFR plus 1.45 %. We also entered into an interest rate swap with a total notional value of $ 97.5 million, which effectively fixes SOFR at an average interest rate of 2.71 % through the maturity date. During the year ended December 31, 2021, we entered into two separate mortgage loans with an aggregate principal balance of $ 190.0 million, collateralized by 1225 S. Clark Street and 1215 S. Clark Street. In January 2023, we entered into a $ 187.6 million loan facility, collateralized by The Wren and F1RST Residences. The loan has a seven-year term and a fixed interest rate of 5.13 %. This loan is the initial advance under a Fannie Mae multifamily credit facility, which provides flexibility for collateral substitutions, future advances tied to performance, ability to mix fixed and floating rates, as well as stagger maturities. Proceeds from the loan were used to repay the mortgage loan on 2121 Crystal Drive, which had a fixed interest rate of 5.51 %. As of December 31, 2022 and 2021, we had various interest rate swap and cap agreements on certain of our mortgage loans with an aggregate notional value of $ 1.3 billion. See Note 18 for additional information. Credit Facility As of December 31, 2022, our $ 1.6 billion credit facility consisted of a $ 1.0 billion revolving credit facility maturing in January 2025, a $ 200.0 million unsecured term loan ("Tranche A-1 Term Loan") maturing in January 2025, and a $ 400.0 million unsecured term loan ("Tranche A-2 Term Loan") maturing in January 2028, of which $ 50.0 million remains available to be borrowed until July 2023. In January 2022, the Tranche A-1 Term Loan was amended to extend the maturity date to January 2025 with two one-year extension options, and to amend the interest rate to SOFR plus 1.15 % to SOFR plus 1.75 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. In connection with the loan amendment, we amended the related interest rate swaps, extending the maturity to July 2024 and converting the hedged rate from one-month LIBOR to one-month term SOFR. In July 2022, the Tranche A-2 Term Loan was amended to increase its borrowing capacity by $ 200.0 million. The incremental $ 200.0 million includes a delayed draw feature, of which $ 150.0 million was drawn in September 2022 with the remaining $ 50.0 million undrawn as of the date of this filing. The amendment extends the maturity date of the term loan from July 2024 to January 2028 and amends the interest rate to SOFR plus 1.25 % to SOFR plus 1.80 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. We entered into two interest rate swaps that were effective September 2022 with a total notional value of $ 150.0 million, which effectively fix SOFR at a weighted average interest rate of 2.15 % through the maturity date. We also entered into two forward-starting interest rate swaps that will be effective July 2024 with a total notional value of $ 200.0 million, which will effectively fix SOFR at a weighted average interest rate of 2.80 % through the maturity date. Additionally, we amended the interest rate of the revolving credit facility to SOFR plus 1.15 % to SOFR plus 1.60 %, varying based on a ratio of our total outstanding indebtedness to a valuation of certain real property and assets. 92 Table of Contents The following is a summary of amounts outstanding under the credit facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective ​ ​ December 31, ​ Interest Rate (1) ​ 2022 2021 ​ ​ ​ ​ ​ (In thousands) Revolving credit facility (2) (3) 5.51 % ​ ​ $ — ​ $ 300,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tranche A-1 Term Loan (4) 2.61 % ​ ​ $ 200,000 ​ $ 200,000 Tranche A-2 Term Loan (4) 3.40 % ​ ​ 350,000 ​ 200,000 Unsecured term loans ​ ​ 550,000 ​ 400,000 Unamortized deferred financing costs, net ​ ​ ( 2,928 ) ​ ( 1,336 ) Unsecured term loans, net ​ ​ $ 547,072 ​ $ 398,664 (1) Effective interest rate as of December 31, 2022. The interest rate for the revolving credit facility excludes a 0.15 % facility fee. (2) As of December 31, 2022, one-month term SOFR was 4.36 % . As of December 31, 2022 and 2021, letters of credit with an aggregate face amount of $ 467,000 and $ 911,000 were outstanding under our revolving credit facility. (3) As of December 31, 2022 and 2021, excludes net deferred financing costs related to our revolving credit facility of $ 3.3 million and $ 5.0 million that were included in "Other assets, net." (4) As of December 31, 2022 and 2021, the outstanding balance was fixed by interest rate swap agreements. As of December 31, 2022, the interest rate swaps fix SOFR at a weighted average interest rate of 1.46 % for the Tranche A-1 Term Loan and 2.15 % for the Tranche A-2 Term Loan. Principal Maturities The following is a summary of principal maturities of debt outstanding, including mortgage loans and the term loans, as of December 31, 2022: ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 281,964 2024 ​ 123,468 2025 ​ 595,840 2026 ​ 196,168 2027 ​ 348,173 Thereafter ​ 906,262 Total ​ $ 2,451,875 ​ ​ ​ 93 Table of Contents 10. Other Liabilities, Net The following is a summary of other liabilities, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Lease intangible liabilities ​ $ 33,246 ​ $ 32,893 Accumulated amortization ​ ( 25,971 ) ​ ( 24,621 ) Lease intangible liabilities, net ​ ​ 7,275 ​ ​ 8,272 Lease assumption liabilities ​ 2,647 ​ 5,399 Lease incentive liabilities ​ 11,539 ​ 21,163 Liabilities related to operating lease right-of-use assets ​ 5,308 ​ 6,910 Liabilities related to finance lease right-of-use assets (1) ​ — ​ 162,510 Prepaid rent ​ 15,923 ​ 19,852 Security deposits ​ 13,963 ​ 18,188 Environmental liabilities ​ 17,990 ​ 18,168 Deferred tax liability, net ​ 4,903 ​ 5,340 Dividends payable ​ 29,621 ​ 32,603 Derivative agreements, at fair value ​ — ​ 18,361 Deferred purchase price related to the acquisition of a development parcel ​ ​ 19,447 ​ ​ 19,691 Other ​ 4,094 ​ 6,108 Total other liabilities, net ​ $ 132,710 ​ $ 342,565 (1) Represents liabilities related to finance ground leases at 1730 M Street and Courthouse Plaza 1 and 2, which were sold to an unconsolidated real estate venture in April 2022 . Amortization expense included in "Property rental revenue" in our consolidated statements of operations related to lease intangible liabilities for each of the three years in the period ended December 31, 2022 was $ 1.9 million, $ 2.2 million and $ 2.0 million. The following is a summary of the estimated amortization of lease intangible liabilities for the next five years and thereafter as of December 31, 2022: ​ ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 1,744 2024 ​ 1,744 2025 ​ 1,202 2026 ​ 381 2027 ​ 264 Thereafter ​ 1,940 Total ​ $ 7,275 ​ ​ 11. Income Taxes We have elected to be taxed as a REIT, and accordingly, we have incurred no federal income tax expense related to our REIT subsidiaries except for our TRSs. Our consolidated financial statements include the operations of our TRSs, which are subject to federal, state and local income taxes on their taxable income. As a REIT, we may also be subject to federal excise taxes if we engage in certain types of transactions. Continued qualification as a REIT depends on our ability to satisfy the REIT distribution tests, stock 94 Table of Contents ownership requirements and various other qualification tests. Our TRSs had an estimated federal net operating loss ("NOL") carry forward of $ 4.8 million that was utilized in 2022. As of December 31, 2022, the state NOL carryforward was $ 159,000 , tax-effected. The net basis of our assets and liabilities for tax reporting purposes is approximately $ 223.8 million higher than the amounts reported in our consolidated balance sheet as of December 31, 2022. The following is a summary of our income tax (expense) benefit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (In thousands) Current tax (expense) benefit ​ $ ( 1,701 ) ​ $ ( 709 ) ​ $ 1,232 Deferred tax (expense) benefit ​ 437 ​ ( 2,832 ) ​ 3,033 Income tax (expense) benefit ​ $ ( 1,264 ) ​ $ ( 3,541 ) ​ $ 4,265 ​ As of December 31, 2022 and 2021, we have a net deferred tax liability of $ 4.9 million and $ 5.3 million primarily related to investments in real estate, and management and leasing contracts, partially offset by deferred tax assets associated with tax versus book differences and related general and administrative expenses. We are subject to federal, state and local income tax examinations by taxing authorities for the tax years ending in 2018 through 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ (In thousands) Deferred tax assets: ​ ​ Accrued bonus ​ $ 474 ​ $ 388 NOL ​ 159 ​ 1,206 Deferred revenue ​ 1,266 ​ 1,473 Capital loss ​ — ​ 3,130 Charitable contributions ​ 500 ​ 1,091 Other ​ 307 ​ 302 Total deferred tax assets ​ 2,706 ​ 7,590 Valuation allowance ​ ( 500 ) ​ ( 3,969 ) Total deferred tax assets, net of valuation allowance ​ 2,206 ​ 3,621 Deferred tax liabilities: ​ ​ Basis difference - intangible assets ​ ( 3,835 ) ​ ( 4,911 ) Basis difference - real estate ​ ​ ( 1,722 ) ​ ​ ( 3,033 ) Basis difference - investments ​ ​ ( 1,517 ) ​ ​ ( 989 ) Other ​ ( 35 ) ​ ( 28 ) Total deferred tax liabilities ​ ( 7,109 ) ​ ( 8,961 ) Net deferred tax liability ​ $ ( 4,903 ) ​ $ ( 5,340 ) ​ During the year ended December 31, 2022, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.775 were capital gain distributions for federal income tax purposes and the remaining $ 0.125 will be determined in 2023. During the year ended December 31, 2021, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.252 was taxable as ordinary income for federal income tax purposes and $ 0.648 were capital gain distributions. During the year ended December 31, 2020, our Board of Trustees declared cash dividends totaling $ 0.90 of which $ 0.489 was taxable as ordinary income for federal income tax purposes and $ 0.411 were capital gain distributions. ​ 95 Table of Contents 12. Redeemable Noncontrolling Interests JBG SMITH LP OP Units held by persons other than JBG SMITH are redeemable for cash or, at our election, our common shares, subject to certain limitations. Vested LTIP Units are redeemable into OP Units. During the years ended December 31, 2022 and 2021, unitholders redeemed 701,222 and 906,126 OP Units, which we elected to redeem for an equivalent number of our common shares. As of December 31, 2022, outstanding OP Units and redeemable LTIP Units totaled 15.0 million, representing an 11.7 % ownership interest in JBG SMITH LP. Our OP Units and certain vested LTIP Units are presented at the higher of their redemption value or their carrying value, with adjustments to the redemption value recognized in "Additional paid-in capital" in our consolidated balance sheets. Redemption value per OP Unit is equivalent to the market value of one of our common shares at the end of the period. In 2023, as of the date of this filing, unitholders redeemed 716,905 OP Units and LTIP Units, which we elected to redeem for an equivalent number of our common shares. Consolidated Real Estate Venture We are a partner in a consolidated real estate venture that owns a multifamily asset, The Wren, located in Washington, D.C. Our partner can redeem their interest for cash under certain conditions. As of December 31, 2022, we held a 99.7 % ownership interest in the real estate venture, which reflects the redemption of a 3.7 % interest in October 2022 for $ 9.5 million. The following is a summary of the activity of redeemable noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ JBG ​ Real Estate ​ ​ ​ ​ JBG ​ Real Estate ​ ​ ​ ​ SMITH LP Venture Total SMITH LP Venture Total ​ (In thousands) Balance, beginning of period ​ $ 513,268 ​ $ 9,457 ​ $ 522,725 ​ $ 522,882 ​ $ 7,866 ​ $ 530,748 Redemptions ​ ( 16,704 ) ​ ( 9,531 ) ​ ( 26,235 ) ​ ( 29,634 ) ​ — ​ ( 29,634 ) LTIP Units issued in lieu of cash bonuses (1) ​ 6,584 ​ — ​ 6,584 ​ 5,614 ​ — ​ 5,614 Net income (loss) ​ 13,212 ​ 32 ​ 13,244 ​ ( 8,671 ) ​ ( 57 ) ​ ( 8,728 ) Other comprehensive income ​ 8,411 ​ — ​ 8,411 ​ 2,675 ​ — ​ 2,675 Distributions ​ ( 16,172 ) ​ ( 267 ) ​ ( 16,439 ) ​ ( 17,170 ) ​ ( 148 ) ​ ( 17,318 ) Share-based compensation expense ​ 38,384 ​ — ​ 38,384 ​ 47,222 ​ — ​ 47,222 Adjustment to redemption value ​ ( 66,320 ) ​ 956 ​ ( 65,364 ) ​ ( 9,650 ) ​ 1,796 ​ ( 7,854 ) Balance, end of period ​ $ 480,663 ​ $ 647 ​ $ 481,310 ​ $ 513,268 ​ $ 9,457 ​ $ 522,725 (1) See Note 14 for additional information. ​ ​ ​ 13. Property Rental Revenue The following is a summary of property rental revenue from our non-cancellable leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 ​ (In thousands) Fixed $ 447,007 ​ $ 456,393 ​ $ 420,521 Variable ​ 44,731 ​ ​ 43,193 ​ ​ 38,437 Property rental revenue $ 491,738 ​ $ 499,586 ​ $ 458,958 96 Table of Contents ​ As of December 31, 2022, the amounts that are contractually due from lease payments under our operating leases on an annual basis for the next five years and thereafter are as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 334,572 2024 ​ 222,299 2025 ​ 189,837 2026 ​ 173,211 2027 ​ 163,445 Thereafter ​ 1,975,425 ​ ​ 14. Share-Based Payments and Employee Benefits OP UNITS Certain OP Units issued in the Combination to the former owners of JBG/Operating Partners, L.P. were subject to post-combination vesting over a period of 60 months based on continued employment. Compensation expense for these OP Units was recognized over the graded vesting period through July 2022. The following is a summary of the OP Units activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ Shares Date Fair Value Unvested as of December 31, 2021 ​ 441,098 ​ $ 33.39 Vested ( 441,098 ) ​ 33.39 Unvested as of December 31, 2022 — ​ — ​ The total-grant date fair value of the OP Units that vested for each of the three years in the period ended December 31, 2022 was $ 14.7 million, $ 36.0 million and $ 45.1 million. JBG SMITH 2017 Omnibus Share Plan On June 23, 2017, our Board of Trustees adopted the JBG SMITH 2017 Omnibus Share Plan (the "Plan"), effective as of July 17, 2017, and authorized the reservation of 10.3 million of our common shares pursuant to the Plan. In April 2021, our shareholders approved an amendment to the Plan to increase the common shares reserved under the Plan by 8.0 million. As of December 31, 2022, there were 7.2 million common shares available for issuance under the Plan. Formation Awards The formation awards issued in the Combination ("Formation Awards") were structured in the form of profits interests in JBG SMITH LP that provided for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the volume-weighted average price of a common share at the time the formation unit was granted. The Formation Awards, subject to certain conditions, generally vested 25 % on each of the third and fourth anniversaries and 50 % on the fifth anniversary of the date granted, subject to continued employment. Compensation expense for these awards was recognized over a five-year period through July 2022. The value of vested Formation Awards is realized through conversion of the award into a number of LTIP Units, and subsequent conversion into a number of OP Units determined based on the difference between the volume-weighted average price of a common share at the time the Formation Award was granted and the value of a common share on the conversion date. The conversion ratio between Formation Awards and LTIP Units, which starts at zero, is the quotient of: (i) the excess of the value of a common share on the conversion date above the per share value at the time the Formation 97 Table of Contents Award was granted over (ii) the value of a common share as of the date of conversion. Formation Awards have a finite 10-year term over which their value is allowed to increase and during which they may be converted into LTIP Units (and in turn, OP Units). Holders of Formation Awards will not receive distributions or allocations of net income (net loss) prior to conversion to LTIP Units. The following is a summary of the Formation Awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ Shares Date Fair Value Unvested as of December 31, 2021 ​ 1,007,513 ​ $ 8.80 Vested ​ ( 1,005,426 ) ​ ​ 8.81 Forfeited ( 2,087 ) ​ 8.60 Unvested as of December 31, 2022 — ​ — ​ The total-grant date fair value of the Formation Awards that vested for each of the three years in the period ended December 31, 2022 was $ 8.9 million, $ 6.0 million and $ 6.9 million. Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units During each of the three years in the period ended December 31, 2022, we granted to certain employees 644,995 , 498,955 and 381,504 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $ 27.39 , $ 29.21 and $ 38.52 per unit that primarily vest ratably over four years subject to continued employment. Compensation expense for these units is primarily being recognized over a four-year period. In July 2021, we granted to certain employees as part of a long-term retention incentive award 608,325 Time-Based LTIP Units with a grant-date fair value of $ 31.73 per unit that vest 50 % on the fifth anniversary of the grant date and 25 % on each of the sixth and seventh anniversaries of the grant date, subject to continued employment. Additionally, in January 2022 , we granted to certain employees 15,790 LTIP Units with a grant-date fair value of $ 28.39 per unit that vest over the same period. Compensation expense for these units is being recognized over a seven-year period. During each of the three years in the period ended December 31, 2022, we granted 252,206 , 163,065 and 90,094 fully vested LTIP Units to certain employees, who elected to receive all or a portion of their cash bonus, related to prior service, as LTIP Units. The LTIP Units had a grant-date fair value of $ 22.19 , $ 29.54 and $ 40.13 per unit. During each of the three years in the period ended December 31, 2022, as part of their annual compensation, we granted to non-employee trustees a total of 95,084 , 71,792 and 54,607 fully vested LTIP Units with a grant-date fair value of $ 20.90 , $ 26.31 and $ 28.38 . The LTIP Units may not be sold while a trustee is serving on the Board of Trustees. The aggregate grant-date fair value of the Time-Based LTIP Units and LTIP Units granted (collectively "Granted LTIPs") for each of the three years in the period ended December 31, 2022 was $ 25.7 million, $ 40.6 million and $ 19.9 million. Holders of the Granted LTIPs and the Time-Based LTIP Units issued in 2018 related to our successful pursuit of Amazon's new headquarters ("Special Time-Based LTIP Units") have the right to convert vested units into OP Units, which are then subsequently exchangeable for our common shares. Granted LTIPs and Special Time-Based LTIP Units do not have redemption rights, but any OP Units into which units are converted are entitled to redemption rights. Granted LTIPs and Special Time-Based LTIP Units, generally, vote with the OP Units and do not have any separate voting rights except in connection with actions that would materially and adversely affect the rights of the Granted LTIPs and Special Time-Based LTIP Units. The Granted LTIPs were valued based on the closing common share price on the date of grant, less a 98 Table of Contents discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Expected volatility 30.0 % to 41.0 % ​ 34.0 % to 39.0 % ​ 18.0 % to 29.0 % Risk-free interest rate 0.4 % to 2.9 % ​ 0.1 % to 0.4 % ​ 0.3 % to 1.5 % Post-grant restriction periods 2 to 6 years ​ 2 to 3 years 2 to 3 years ​ The following is a summary of the Granted LTIPs and Special Time-Based LTIP Units activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ Shares Date Fair Value Unvested as of December 31, 2021 ​ 1,906,814 ​ $ 33.10 Granted ​ 1,008,075 ​ ​ 25.49 Vested ​ ( 928,019 ) ​ ​ 29.32 Forfeited ​ ( 159,307 ) ​ ​ 30.86 Unvested as of December 31, 2022 ​ 1,827,563 ​ ​ 31.01 ​ The total-grant date fair value of the Granted LTIPs and Special Time-Based LTIP Units that vested for each of the three years in the period ended December 31, 2022 was $ 27.2 million, $ 19.1 million and $ 15.3 million. Appreciation-Only LTIP Units ("AO LTIP Units") In January 2022, we granted to certain employees 1.5 million performance-based AO LTIP Units with a weighted average grant-date fair value of $ 4.44 per unit. The AO LTIP Units are structured in the form of profits interests that provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $ 32.30 . The AO LTIP Units are subject to a total shareholder return ("TSR") modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by as much as 25 %. The AO LTIP Units have a three-year performance period with 50 % of the AO LTIP Units that are earned vesting at the end of the three-year performance period and the remaining 50 % vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the ten th anniversary of their grant date. The aggregate grant-date fair value of the AO LTIP Units granted during the year ended December 31, 2022 was $ 6.6 million, valued using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ Expected volatility 27.0 % Dividend yield 2.7 % Risk-free interest rate 1.6 % ​ The following is a summary of the AO LTIP Units activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ ​ Shares ​ Date Fair Value Unvested as of December 31, 2021 — ​ $ — Granted 1,491,165 ​ 4.44 Forfeited / cancelled ( 9,572 ) ​ 4.44 Unvested as of December 31, 2022 1,481,593 ​ 4.44 ​ 99 Table of Contents Performance-Based LTIP Units During the years ended December 31, 2021 and 2020, we granted to certain employees 627,874 and 593,100 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") and a weighted average grant-date fair value of $ 15.14 and $ 18.67 per unit. Performance-Based LTIP Units are performance-based equity compensation pursuant to which participants have the opportunity to earn LTIP Units based on the relative performance of the TSR of our common shares compared to the companies in the FTSE Nareit Equity Office Index, over the defined performance period beginning on the grant date, inclusive of dividends and stock price appreciation. Our Performance-Based LTIP Units have a three-year performance period. 50 % of any Performance-Based LTIP Units that are earned vest at the end of the three-year performance period and the remaining 50 % vest on the fourth anniversary of the date of grant, subject to continued employment. If, however, the Performance-Based LTIP Units do not achieve a positive absolute TSR at the end of the three-year performance period, but achieve at least the threshold level of the relative performance criteria thereof, 50 % of the units that otherwise could have been earned will be forfeited, and the remaining units that are earned will vest if and when we achieve a positive TSR during the succeeding seven years , measured at the end of each quarter . Compensation expense for these units is generally being recognized over a four-year period. In July 2021 , we granted to certain employees as part of a long-term retention incentive award 844,070 Performance-Based LTIP Units with a weighted average grant-date fair value of $ 23.08 per unit that vest 50 % on the fifth anniversary of the grant date and 25 % on each of the sixth and seventh anniversaries of the grant date, subject to continued employment, based on our achievement of four share price targets during the performance period commencing on the first anniversary of the grant date and ending on the sixth anniversary of the grant date. Additionally, in January 2022, we granted to certain employees 21,705 Performance-Based LTIP Units with a grant-date fair value of $ 17.68 per unit that vest over the same period. Compensation expense for these units is being recognized over a seven-year period. The aggregate grant-date fair value of the Performance-Based LTIP Units granted for each of the three years in the period ended December 31, 2022 was $ 384,000 , $ 29.0 million and $ 11.1 million, valued using Monte Carlo simulations based on the following significant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Expected volatility 28.0 % ​ 31.0 % to 34.0 % ​ 15.0 % ​ Dividend yield 2.7 % ​ 2.6 % ​ 2.3 % ​ Risk-free interest rate 1.5 % ​ 0.2 % to 1.0 % ​ 1.3 % ​ ​ The following is a summary of the Performance-Based LTIP activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ ​ Shares ​ Date Fair Value Unvested as of December 31, 2021 2,776,242 ​ $ 19.21 Granted 21,705 ​ 17.68 Vested ​ ( 244,366 ) ​ ​ 17.04 Forfeited / cancelled ( 595,833 ) ​ 19.66 Unvested as of December 31, 2022 (1) 1,957,748 ​ 19.33 (1) In January 2023, 470,655 Performance-Based LTIP Units, which were unvested as of December 31, 2022, were forfeited as the performance measures were not met . ​ The total-grant date fair value of the Performance-Based LTIP that vested for each of the three years in the period ended December 31, 2022 was $ 4.2 million, $ 5.1 million and $ 4.6 million. 100 Table of Contents RSUs During the years ended December 31, 2022 and 2021, we granted to certain non-executive employees 39,536 and 22,194 RSUs with time-based vesting requirements ("Time-Based RSUs") and a weighted average grant-date fair value of $ 29.36 and $ 31.52 per unit. During the year ended December 31, 2021, we granted to certain non-executive employees 13,516 RSUs with performance-based vesting requirements ("Performance-Based RSUs") and a weighted average grant-date fair value of $ 15.16 per unit. Vesting requirements and compensation expense recognition for the Time-Based RSUs and the Performance-Based RSUs are primarily consistent to those of the Time-Based LTIP Units and Performance-Based LTIP Units granted in 2022 and 2021. The aggregate grant-date fair value of the RSUs granted during the years ended December 31, 2022 and 2021 was $ 1.2 million and $ 905,000 . The Time-Based RSUs were valued based on the closing common share price on the date of grant and the Performance-Based RSUs were valued using Monte Carlo simulations with the same significant assumptions used to value the Performance-Based LTIP Units above. The following is a summary of the RSUs activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-Based RSUs ​ Performance-Based RSUs ​ ​ Weighted ​ ​ Weighted ​ ​ Unvested ​ Average Grant- ​ Unvested ​ Average Grant- ​ ​ Shares ​ Date Fair Value ​ Shares ​ Date Fair Value Unvested as of December 31, 2021 21,578 ​ $ 31.50 ​ 13,516 ​ $ 15.16 Granted 39,536 ​ 29.36 ​ — ​ — Vested ​ ( 8,834 ) ​ ​ 30.67 ​ — ​ ​ — Forfeited ( 3,766 ) ​ 29.82 ​ — ​ — Unvested as of December 31, 2022 48,514 ​ 30.04 ​ 13,516 ​ 15.16 ​ The aggregate total-grant date fair value of the RSUs that vested for the year ended December 31, 2022 was $ 271,000 . ESPP The ESPP authorized the issuance of up to 2.1 million common shares. The ESPP provides eligible employees an option to contribute up to $ 25,000 in any calendar year, through payroll deductions, toward the purchase of our common shares at a discount of 15.0 % of the closing price of a common share on relevant determination dates. As of December 31, 2022, there were 1.8 million common shares available for issuance under the ESPP. Pursuant to the ESPP, employees purchased 79,040 , 64,321 and 68,047 common shares for $ 1.5 million, $ 1.6 million and $ 1.7 million during each of the three years in the period ended December 31, 2022, valued using Black Scholes model based on the following significant assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ 2021 ​ 2020 Expected volatility 23.0 % to 30.0 % ​ 22.0 % to 39.0 % ​ 13.0 % to 67.0 % Dividend yield 1.6 % to 4.1 % ​ 1.5 % to 3.1 % ​ 1.1 % to 3.3 % Risk-free interest rate 0.2 % to 2.4 % ​ 0.1 % ​ 0.1 % to 1.7 % Expected life ​ 6 months ​ 6 months ​ 6 months ​ 101 Table of Contents Share-Based Compensation Expense The following is a summary of share-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Time-Based LTIP Units ​ $ 19,378 ​ $ 16,705 ​ $ 14,018 AO LTIP Units and Performance-Based LTIP Units ​ 12,615 ​ 13,101 ​ 17,815 LTIP Units ​ 1,000 ​ 1,091 ​ 1,100 Other equity awards (1) ​ 6,610 ​ 7,355 ​ 6,024 Share-based compensation expense - other ​ 39,603 ​ 38,252 ​ 38,957 Formation Awards ​ 1,747 ​ 2,874 ​ 4,242 OP Units and LTIP Units (2) ​ 409 ​ 7,927 ​ 21,836 Special Time-Based LTIP Units and Special Performance-Based LTIP Units (3) ​ 3,235 ​ 5,524 ​ 5,600 Share-based compensation related to Formation Transaction and special equity awards (4) ​ 5,391 ​ 16,325 ​ 31,678 Total share-based compensation expense ​ 44,994 ​ 54,577 ​ 70,635 Less: amount capitalized ​ ( 3,722 ) ​ ( 3,026 ) ​ ( 4,584 ) Share-based compensation expense ​ $ 41,272 ​ $ 51,551 ​ $ 66,051 (1) Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP. (2) Includes share-based compensation expense for LTIP Units and OP Units issued in the Formation Transaction, which fully vested in July 2022 . (3) Represents equity awards issued related to our successful pursuit of Amazon's additional headquarters in National Landing. (4) Included in "General and administrative expense: Share-based compensation related to Formation Transaction and special equity awards" in the accompanying consolidated statements of operations. As of December 31, 2022, we had $ 42.3 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 3.3 years. Employee Benefits We have a 401(k) defined contribution plan covering substantially all of our officers and employees which permits participants to defer compensation up to the maximum amount permitted by law. We provide a discretionary matching contribution. Employer contributions vest after one year of service. Our contributions for each of the three years in the period ended December 31, 2022 were $ 2.4 million, $ 2.4 million and $ 2.2 million. 2023 Grants In 2023, we granted 1.7 million AO LTIP Units, 923,305 Time-Based LTIP Units and 78,681 Time-Based RSUs to certain employees with an estimated total grant-date fair value of $ 24.2 million. Additionally, we granted 280,342 fully vested LTIP Units, with a total grant-date fair value of $ 4.5 million, to certain employees who elected to receive all or a portion of their cash bonus earned, related to 2022 service, as LTIP Units. 102 Table of Contents 15. Transaction and Other Costs The following is a summary of transaction and other costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Demolition costs ​ $ 813 ​ $ 3,573 ​ $ 682 Integration and severance costs ​ 2,038 ​ 1,038 ​ 3,694 Completed, potential and pursued transaction expenses (1) ​ 2,660 ​ 5,818 ​ 294 Other (2) ​ — ​ — ​ 4,000 Transaction and other costs ​ $ 5,511 ​ $ 10,429 ​ $ 8,670 (1) Includes primarily legal and dead deal costs. (2) Related to charitable commitments to the Washington Housing Conservancy, a non-profit that acquires and owns affordable workforce housing in the Washington D.C. metropolitan area . ​ 16. Interest Expense The following is a summary of interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Interest expense before capitalized interest ​ $ 87,246 ​ $ 68,485 ​ $ 70,561 Amortization of deferred financing costs ​ 4,532 ​ 4,291 ​ 3,315 Interest expense related to finance lease right-of-use assets ​ ​ 2,091 ​ ​ 2,261 ​ ​ 1,450 Net (gain) loss on derivative financial instruments designated as ineffective hedges: ​ ​ ​ ​ ​ Net unrealized ​ ( 7,355 ) ​ ( 342 ) ​ 184 Net realized ​ 304 ​ — ​ — Capitalized interest ​ ( 10,888 ) ​ ( 6,734 ) ​ ( 13,189 ) Interest expense ​ $ 75,930 ​ $ 67,961 ​ $ 62,321 ​ ​ 17. Shareholders' Equity and Earnings (Loss) Per Common Share Common Shares Repurchased In March 2020, our Board of Trustees authorized the repurchase of up to $ 500.0 million of our outstanding common shares, which it increased to an aggregate of $ 1.0 billion in June 2022. During the year ended December 31, 2022, we repurchased and retired 14.2 million common shares for $ 361.0 million, a weighted average purchase price per share of $ 25.49 . During the year ended December 31, 2021, we repurchased and retired 5.4 million common shares for $ 157.7 million, a weighted average purchase price per share of $ 29.34 . Since we began the share repurchase program, we have repurchased and retired 23.3 million common shares for $ 623.5 million, a weighted average purchase price per share of $ 26.74 . 103 Table of Contents Earnings (Loss) Per Common Share The following is a summary of the calculation of basic and diluted earnings (loss) per common share and a reconciliation of net income (loss) to the amounts of net income (loss) available to common shareholders used in calculating basic and diluted earnings (loss) per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 ​ ​ (In thousands, except per share amounts) Net income (loss) ​ $ 98,986 ​ $ ( 89,725 ) ​ $ ( 67,261 ) Net (income) loss attributable to redeemable noncontrolling interests ​ ( 13,244 ) ​ 8,728 ​ 4,958 Net (income) loss attributable to noncontrolling interests ​ ( 371 ) ​ 1,740 ​ — Net income (loss) attributable to common shareholders ​ ​ 85,371 ​ ​ ( 79,257 ) ​ ( 62,303 ) Distributions to participating securities ​ ( 1,860 ) ​ ( 2,854 ) ​ ( 3,100 ) Net income (loss) available to common shareholders - basic and diluted ​ $ 83,511 ​ $ ( 82,111 ) ​ $ ( 65,403 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding - basic and diluted ​ 119,005 ​ 130,839 ​ 133,451 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per common share - basic and diluted ​ $ 0.70 ​ $ ( 0.63 ) ​ ( 0.49 ) ​ The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and Special Time-Based LTIP Units that were outstanding as of December 31, 2022 and 2021 is excluded in the computation of diluted earnings (loss) per common share as the assumed exchange of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted earnings (loss) per share). Since OP Units, Time-Based LTIP Units, LTIP Units and Special Time-Based LTIP Units, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from net income (loss) available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted earnings (loss) per common share. AO LTIP Units, Performance-Based LTIP Units, Formation Awards and RSUs, which totaled 5.9 million, 4.5 million and 4.7 million for each of the three years in the period ended December 31, 2022, were excluded from the calculation of diluted earnings (loss) per common share as they were antidilutive, but potentially could be dilutive in the future. ​ 18. Fair Value Measurements Fair Value Measurements on a Recurring Basis To manage or hedge our exposure to interest rate risk, we follow established risk management policies and procedures, including the use of a variety of derivative financial instruments. We do not enter into derivative financial instruments for speculative purposes. As of December 31, 2022 and 2021, we had various derivative financial instruments consisting of interest rate swap and cap agreements that are measured at fair value on a recurring basis. The net unrealized gain (loss) on our derivative financial instruments designated as effective hedges was $ 55.0 million and ($ 17.2 ) million as of December 31, 2022 and 2021 and was recorded in "Accumulated other comprehensive income (loss)" in our consolidated balance sheets, of which a portion was reclassified to "Redeemable noncontrolling interests." Within the next 12 months, we expect to reclassify $ 29.2 million of the net unrealized gain as a decrease to interest expense. The fair values of the derivative financial instruments are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and observable inputs. The derivative financial instruments are classified within Level 2 of the valuation hierarchy. 104 Table of Contents The following is a summary of assets and liabilities measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ Total Level 1 Level 2 Level 3 ​ ​ (In thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 53,515 ​ ​ — ​ $ 53,515 ​ ​ — Derivative financial instruments designated as ineffective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 8,107 ​ — ​ 8,107 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ Derivative financial instruments designated as effective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ $ 393 ​ ​ — ​ $ 393 ​ ​ — Classified as liabilities in "Other liabilities, net" ​ ​ 18,361 ​ — ​ ​ 18,361 ​ — Derivative financial instruments designated as ineffective hedges: ​ ​ ​ ​ Classified as assets in "Other assets, net" ​ 558 ​ — ​ 558 ​ — ​ The fair values of our derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of December 31, 2022 and 2021, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed, and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. The net unrealized gains and losses included in "Other comprehensive income (loss)" in our consolidated statements of comprehensive income (loss) for each of the three years in the period ended December 31, 2022 were attributable to the net change in unrealized gains or losses related to the interest rate swaps and caps that were outstanding during those periods, none of which were reported in our consolidated statements of operations as the interest rate swaps and caps were documented and qualified as hedging instruments. Fair Value Measurements on a Nonrecurring Basis We evaluate the carrying amount of our assets for impairment. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. In connection with the preparation and review of our 2021 annual consolidated financial statements, we assessed the recoverability of the carrying amount of our real estate and related intangible assets. This assessment resulted in the remeasurement of 7200 Wisconsin Avenue, RTC-West and a development parcel, which were written down to their estimated aggregate fair value of $ 309.0 million and were classified as Level 2 in the fair value hierarchy. Our estimates of the fair values were based on expected sales prices as determined by contracts that were under negotiation as of December 31, 2021, after adjusting for estimated selling costs. The assets were sold to an unconsolidated real estate venture in April 2022. The remeasurement results in impairment losses totaling $ 25.1 million, which are included in "Impairment loss" in our consolidated statement of operations for the year ended December 31, 2021. There were no other assets measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021. 105 Table of Contents Financial Assets and Liabilities Not Measured at Fair Value As of December 31, 2022 and 2021, all financial instruments and liabilities were reflected in our consolidated balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ Carrying ​ Carrying ​ ​ ​ Amount (1) ​ Fair Value ​ Amount (1) ​ Fair Value ​ (In thousands) Financial liabilities: ​ ​ ​ ​ Mortgage loans ​ $ 1,901,875 ​ $ 1,830,651 ​ $ 1,788,259 ​ $ 1,814,780 Revolving credit facility ​ — ​ — ​ 300,000 ​ 300,363 Unsecured term loans ​ 550,000 ​ 551,369 ​ 400,000 ​ 400,519 (1) The carrying amount consists of principal only. The fair values of the mortgage loans, revolving credit facility and unsecured term loans were determined using Level 2 inputs of the fair value hierarchy. The fair value of our mortgage loans is estimated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit profiles based on market sources. The fair value of our revolving credit facility and unsecured term loans is calculated based on the net present value of payments over the term of the facilities using estimated market rates for similar notes and remaining terms. ​ 19. Segment Information We review operating and financial data for each property on an individual basis; therefore, each of our individual properties is a separate operating segment. We define our reportable segments to be aligned with our method of internal reporting and the way our Chief Executive Officer, who is also our Chief Operating Decision Maker ("CODM"), makes key operating decisions, evaluates financial results, allocates resources and manages our business. Accordingly, we aggregate our operating segments into three reportable segments (commercial, multifamily, and third-party asset management and real estate services) based on the economic characteristics and nature of our assets and services. To conform to the current period presentation, we have reclassified the prior period segment financial data for 1700 M Street, for which we are the ground lessor, that had been classified as part of the commercial segment to the other segment to better align with our internal reporting. The CODM measures and evaluates the performance of our operating segments, with the exception of the third-party asset management and real estate services business, based on the net operating income ("NOI") of properties within each segment. NOI includes property rental revenue and parking revenue, and deducts property operating expenses and real estate taxes. With respect to the third-party asset management and real estate services business, the CODM reviews revenue streams generated by this segment ("Third-party real estate services, including reimbursements"), as well as the expenses attributable to the segment ("General and administrative: third-party real estate services"), which are both disclosed separately in our consolidated statements of operations. ​ 106 Table of Contents The following represents the components of revenue from our third-party asset management and real estate services business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (In thousands) Property management fees ​ $ 19,589 ​ $ 19,427 ​ $ 20,178 Asset management fees ​ 6,191 ​ 8,468 ​ 9,791 Development fees ​ 8,325 ​ 25,493 ​ 11,496 Leasing fees ​ 6,017 ​ 5,833 ​ 5,594 Construction management fees ​ 522 ​ 512 ​ 2,966 Other service revenue ​ 5,706 ​ 6,146 ​ 7,255 Third-party real estate services revenue, excluding reimbursements ​ 46,350 ​ 65,879 ​ 57,280 Reimbursement revenue (1) ​ 42,672 ​ 48,124 ​ 56,659 Third-party real estate services revenue, including reimbursements ​ ​ 89,022 ​ ​ 114,003 ​ ​ 113,939 Third-party real estate services expenses ​ ​ 94,529 ​ ​ 107,159 ​ ​ 114,829 Third-party real estate services revenue less expenses ​ $ ( 5,507 ) ​ $ 6,844 ​ $ ( 890 ) (1) Represents reimbursement of expenses incurred by us on behalf of third parties, including allocated payroll costs and amounts paid to third-party contractors for construction management projects. Management company assets primarily consist of management and leasing contracts with a net book value of $ 13.7 million and $ 19.6 million as of December 31, 2022 and 2021, which are classified in "Intangible assets, net" in our consolidated balance sheets. Consistent with internal reporting presented to our CODM and our definition of NOI, the third-party asset management and real estate services operating results are excluded from the NOI data below. 107 Table of Contents The following is the reconciliation of net income (loss) attributable to common shareholders to consolidated NOI: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (in thousands) Net income (loss) attributable to common shareholders ​ $ 85,371 ​ $ ( 79,257 ) ​ $ ( 62,303 ) Add: ​ ​ ​ Depreciation and amortization expense ​ 213,771 ​ 236,303 ​ 221,756 General and administrative expense: ​ ​ ​ Corporate and other ​ 58,280 ​ 53,819 ​ 46,634 Third-party real estate services ​ 94,529 ​ 107,159 ​ 114,829 Share-based compensation related to Formation Transaction and special equity awards ​ 5,391 ​ 16,325 ​ 31,678 Transaction and other costs ​ 5,511 ​ 10,429 ​ 8,670 Interest expense ​ 75,930 ​ 67,961 ​ 62,321 Loss on the extinguishment of debt ​ 3,073 ​ — ​ 62 Impairment loss ​ ​ — ​ ​ 25,144 ​ ​ 10,232 Income tax expense (benefit) ​ 1,264 ​ 3,541 ​ ( 4,265 ) Net income (loss) attributable to redeemable noncontrolling interests ​ 13,244 ​ ( 8,728 ) ​ ( 4,958 ) Net income (loss) attributable to noncontrolling interests ​ ​ 371 ​ ​ ( 1,740 ) ​ ​ — Less: ​ ​ ​ Third-party real estate services, including reimbursements revenue ​ 89,022 ​ 114,003 ​ 113,939 Other revenue ​ 7,421 ​ 7,671 ​ 15,372 Loss from unconsolidated real estate ventures, net ​ ( 17,429 ) ​ ( 2,070 ) ​ ( 20,336 ) Interest and other income (loss), net ​ 18,617 ​ 8,835 ​ ( 625 ) Gain on the sale of real estate, net ​ 161,894 ​ 11,290 ​ 59,477 Consolidated NOI ​ $ 297,210 ​ $ 291,227 ​ $ 256,829 ​ 108 Table of Contents The following is a summary of NOI by segment. Items classified in the Other column include development assets, corporate entities and the elimination of intersegment activity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ Commercial Multifamily Other Total ​ (In thousands) Property rental revenue ​ $ 301,955 ​ $ 180,068 ​ $ 9,715 ​ $ 491,738 Parking revenue ​ 16,530 ​ 857 ​ 256 ​ 17,643 Total property revenue ​ 318,485 ​ 180,925 ​ 9,971 ​ 509,381 Property expense: ​ ​ ​ ​ ​ Property operating ​ 86,223 ​ 62,017 ​ 1,764 ​ 150,004 Real estate taxes ​ 37,950 ​ 20,580 ​ 3,637 ​ 62,167 Total property expense ​ 124,173 ​ 82,597 ​ 5,401 ​ 212,171 Consolidated NOI ​ $ 194,312 ​ $ 98,328 ​ $ 4,570 ​ $ 297,210 ​ ​ Year Ended December 31, 2021 ​ Commercial Multifamily Other Total ​ ​ (In thousands) Property rental revenue ​ $ 352,180 ​ $ 139,918 ​ $ 7,488 ​ $ 499,586 Parking revenue ​ 12,441 ​ 415 ​ 246 ​ 13,102 Total property revenue ​ 364,621 ​ 140,333 ​ 7,734 ​ 512,688 Property expense: ​ ​ ​ ​ Property operating ​ 102,967 ​ 52,527 ​ ( 4,856 ) ​ 150,638 Real estate taxes ​ 45,701 ​ 20,207 ​ 4,915 ​ 70,823 Total property expense ​ 148,668 ​ 72,734 ​ 59 ​ 221,461 Consolidated NOI ​ $ 215,953 ​ $ 67,599 ​ $ 7,675 ​ $ 291,227 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ Commercial Multifamily Other Total ​ ​ (In thousands) Property rental revenue ​ $ 331,714 ​ $ 121,559 ​ $ 5,685 ​ $ 458,958 Parking revenue ​ 13,888 ​ 327 ​ 239 ​ 14,454 Total property revenue ​ 345,602 ​ 121,886 ​ 5,924 ​ 473,412 Property expense: ​ ​ ​ ​ ​ Property operating ​ 105,458 ​ 47,508 ​ ( 7,341 ) ​ 145,625 Real estate taxes ​ 47,607 ​ 19,233 ​ 4,118 ​ 70,958 Total property expense ​ 153,065 ​ 66,741 ​ ( 3,223 ) ​ 216,583 Consolidated NOI ​ $ 192,537 ​ $ 55,145 ​ $ 9,147 ​ $ 256,829 ​ 109 Table of Contents The following is a summary of certain balance sheet data by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Multifamily Other Total ​ ​ (In thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate, at cost ​ $ 2,754,832 ​ $ 2,986,907 ​ $ 416,343 ​ $ 6,158,082 Investments in unconsolidated real estate ventures ​ 218,723 ​ 304 ​ 80,854 ​ 299,881 Total assets ​ 2,829,576 ​ 2,483,902 ​ 589,960 ​ 5,903,438 December 31, 2021 ​ ​ ​ ​ Real estate, at cost ​ $ 3,422,278 ​ $ 2,367,712 ​ $ 446,486 ​ $ 6,236,476 Investments in unconsolidated real estate ventures ​ 281,515 ​ 103,389 ​ 77,981 ​ 462,885 Total assets ​ 3,591,839 ​ 1,797,807 ​ 996,560 ​ 6,386,206 ​ ​ ​ 20. Commitments and Contingencies Insurance We maintain general liability insurance with limits of $ 150.0 million per occurrence and in the aggregate, and property and rental value insurance coverage with limits of $ 1.5 billion per occurrence, with sub-limits for certain perils such as floods and earthquakes on each of our properties. We also maintain coverage, through our wholly owned captive insurance subsidiary, for a portion of the first loss on the above limits and for both terrorist acts and for nuclear, biological, chemical or radiological terrorism events with limits of $ 2.0 billion per occurrence. These policies are partially reinsured by third-party insurance providers. We will continue to monitor the state of the insurance market, and the scope and costs of coverage for acts of terrorism. We cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of the insurance coverage, which could be material. Our debt, consisting of mortgage loans secured by our properties, a revolving credit facility and unsecured term loans, contains customary covenants requiring adequate insurance coverage. Although we believe that we currently have adequate insurance coverage, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties. Construction Commitments As of December 31, 2022, we had assets under construction that, based on our current plans and estimates, require an additional $ 403.5 million to complete, which we anticipate will be primarily expended over the next two to three years . These capital expenditures are generally due as the work is performed, and we expect to finance them with debt proceeds, proceeds from asset recapitalizations and sales, and available cash. Environmental Matters Most of our assets have been subject to environmental assessments that are intended to evaluate the environmental condition of the assets. The environmental assessments did not reveal any material environmental contamination that we believe would have a material adverse effect on our overall business, financial condition or results of operations, or that have not been anticipated and remediated during site redevelopment as required by law. Nevertheless, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us. Environmental liabilities totaled $ 18.0 million and $ 18.2 million as of December 31, 2022 and 2021, and are included in "Other liabilities, net" in our consolidated balance sheets. 110 Table of Contents Operating and Finance Leases As of December 31, 2022, our operating lease liabilities were calculated based on the weighted average discount rates of 5.8 %, and had a weighted average remaining lease term of 5.0 years. As of December 31, 2022, future minimum lease payments under our non-cancellable operating leases are as follows: ​ ​ ​ ​ Year ending December 31, Amount ​ ​ (In thousands) 2023 ​ $ 1,102 2024 ​ 1,163 2025 ​ 1,227 2026 ​ 1,294 2027 ​ 1,365 Total future minimum lease payments ​ 6,151 Imputed interest ​ ( 843 ) Total liabilities related to lease right-of-use assets ​ $ 5,308 ​ In April 2022, we sold the finance ground leases at 1730 M Street and Courthouse Plaza 1 and 2 to an unconsolidated real estate venture. During the year ended December 31, 2022, we incurred $ 601,000 and $ 2.6 million of fixed operating and finance lease expenses, and $ 97,000 of variable operating lease expenses. During the year ended December 31, 2021, we incurred $ 731,000 and $ 2.8 million of fixed operating and finance lease costs, and $ 2.6 million of variable operating lease costs. Other As of December 31, 2022, we had committed tenant-related obligations totaling $ 62.3 million ($ 60.4 million related to our consolidated entities and $ 1.9 million related to our unconsolidated real estate ventures at our share). The timing and amounts of payments for tenant-related obligations are uncertain and may only be due upon satisfactory performance of certain conditions. There are various legal actions against us in the ordinary course of business. In our opinion, the outcome of such matters will not have a material adverse effect on our financial condition, results of operations or cash flows. From time to time, we (or ventures in which we have an ownership interest) have agreed, and may in the future agree with respect to unconsolidated real estate ventures, to (i) guarantee portions of the principal, interest and other amounts in connection with borrowings, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) in connection with borrowings or (iii) provide guarantees to lenders and other third parties for the completion of development projects. We customarily have agreements with our outside venture partners whereby the partners agree to reimburse the real estate venture or us for their share of any payments made under certain of these guarantees. At times, we also have agreements with certain of our outside venture partners whereby we agree to either indemnify the partners and/or the associated ventures with respect to certain contingent liabilities associated with operating assets or to reimburse our partner for its share of any payments made by them under certain guarantees. Guarantees (excluding environmental) customarily terminate either upon the satisfaction of specified circumstances or repayment of the underlying debt. Amounts that we may be required to pay in future periods in relation to guarantees associated with budget overruns or operating losses are not estimable. As of December 31, 2022, we had additional capital commitments and certain recorded guarantees to our unconsolidated real estate ventures and other investments totaling $ 62.8 million. As of December 31, 2022, we had no principal payment guarantees related to our unconsolidated real estate ventures. ​ Additionally, with respect to borrowings of our consolidated entities, we have agreed, and may in the future agree, to (i) guarantee portions of the principal, interest and other amounts, (ii) provide customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) or (iii) provide guarantees to 111 Table of Contents lenders, tenants and other third parties for the completion of development projects. As of December 31, 2022, the aggregate amount of principal payment guarantees was $ 8.3 million for our consolidated entities. In connection with the Formation Transaction, we have an agreement with Vornado regarding tax matters (the "Tax Matters Agreement") that provides special rules that allocate tax liabilities if the distribution of JBG SMITH shares by Vornado, together with certain related transactions, is determined not to be tax-free. Under the Tax Matters Agreement, we may be required to indemnify Vornado against any taxes and related amounts and costs resulting from a violation by us of the Tax Matters Agreement. 21. Transactions with Related Parties Our third-party asset management and real estate services business provides fee-based real estate services to the WHI, the JBG Legacy Funds and other third parties. In connection with the contribution to us of certain assets formerly owned by the JBG Legacy Funds as part of the Formation Transaction, the general partner and managing member interests in the JBG Legacy Funds that were held by certain former JBG executives (and who became members of our management team and/or Board of Trustees) were not transferred to us and remain under the control of these individuals. In addition, certain members of our senior management team and Board of Trustees have ownership interests in the JBG Legacy Funds, and own carried interests in each fund and in certain of our real estate ventures that entitle them to receive cash payments if the fund or real estate venture achieves certain return thresholds. We launched the WHI with the Federal City Council in June 2018 as a scalable market-driven model that uses private capital to help address the scarcity of housing for middle income families. We are the manager for the WHI Impact Pool, which is the social impact financing vehicle of the WHI. As of December 31, 2022, the WHI Impact Pool had completed closings of capital commitments totaling $ 114.4 million, which included a commitment from us of $ 11.2 million. As of December 31, 2022, our remaining commitment was $ 4.8 million. The third-party real estate services revenue, including expense reimbursements, from the JBG Legacy Funds and the WHI Impact Pool was $ 20.0 million, $ 22.6 million and $ 22.4 million for each of the three years in the period ended December 31, 2022. As of December 31, 2022 and 2021, we had receivables from the JBG Legacy Funds and the WHI Impact Pool totaling $ 4.5 million and $ 3.2 million for such services. We rented our former corporate offices from an unconsolidated real estate venture and made payments totaling $ 922,000 , $ 1.3 million and $ 4.6 million for each of the three years in the period ended December 31, 2022. ​ We have agreements with Building Maintenance Services ("BMS"), an entity in which we have a minor preferred interest, to supervise cleaning, engineering and security services at our properties. We paid BMS $ 10.7 million, $ 18.6 million and $ 16.9 million for each of the three years in the period ended December 31, 2022, which is included in "Property operating expenses" in our consolidated statements of operations. ​ ​ ​ 112 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ​